Shadowmere in Equestria
by MLP OC SilverFang
Summary: Shadowmere is a horse who has spent his entire life surrounded by murder and death. Then one day, after dying in Tamriel, he reawakens in a strange new world; the exact opposite of the world that he lives the inhabitants are ponies who are always happy and friendly with each other.How will Shadowmere react will he want to leave as soon as possible or will he not want to leave.
1. The Arrival

I am not the original maker of this story the credit goes to Dawn Flower he started this story and stopped writing it he gave me permission to continue the story here on fanfiction Enjoy the story he writes good stories if you want to read some of his stories click this link - Dawn Flower

Shadowmere galloped quickly across the high mountains of Cyrodiil. His master's last assassination in Bruma hadn't quite gone according to plan and he now had the entire city guard chasing after him. There were six guards chasing after him on horseback; however, Shadowmere was the strongest, fastest horse in all of Tamriel; they would never catch up with him. However, the city guard were determined and they would not stop until they caught him; and he had to stop eventually. As Shadowmere was running along, he was coming up on a wide canyon. The distance was clearly too far for him to make it to the other side, however, his master had ordered him to continue running so he did. When he reached the edge of the cliff, he leapt off the edge. Shadowmere started falling down the deep canyon, but then, at that moment, his master stood up on his back and jumped the rest of the way. He landed safely on the other side, away from the city guards that wouldn't be able to follow him and he would be able to make it to the safety of the Cheydinhal Sanctuary. Shadowmere, however, would not be so fortunate. He started falling down the deep canyon fifty feet below. He died as soon as he hit the bottom. However, this was not the end for him. Shadowmere was a Daedra by nature. Whenever he died, his body laid where he had died and his soul returned to the Waters of Oblivion to regenerate. However, unbeknownst to him, things would turn out differently this time. Shadowmere had formed a strong bond with his new master in the few months since they had been together and he thought that he cared for him too. However, he had abandoned him to save himself the very first chance he got. It seems that his master saw him as nothing more than his steed and not a family member like the rest of the Dark Brotherhood. Shadowmere was deeply hurt by his master's abandonment of him. All Shadowmere wanted was a little bit of… friendship. Shadowmere's eye sight began to fade as he lay there at the bottom of the canyon, dying. Then everything went black.

Suddenly Shadowmere began to rustle a bit. However, things felt different. The Waters of Oblivion were a red hot sea beneath a dark and empty sky and there was nothing else for as far as the eye could see. He had gotten used to it after centuries of dying and coming back to life. However, this time was different. He felt soft earth underneath his hooves. He slowly opened his eyes, picked himself up and looked around at where he was. He was lying on a dirt path with big, thick, eerie looking trees at either side. He looked behind him and he saw what looked like a path that led into a dark forest. He then turned back around and looked in front of him. He was able to make out a small town off in the distance. He turned his head to the left and he could see a small cottage. Shadowmere started to walk forward; but then, he suddenly felt very weak and he fell back down and collapsed. He lost consciousness immediately.

Shadowmere eventually came too and he started to rustle about again. He opened his eyes slowly and he looked around at where he was. He was now inside somewhere, lying on a couch with a blanket draped over him. Shadowmere looked around at his new surroundings. He seemed to be in a small cottage. To his left, there was a flight of stairs and a doorway leading into the kitchen. Directly across from him was the door leading outside. Outside the windows, he saw the forest that he had appeared in and from that he was able to deduce that he was now in the small cottage that he saw earlier. There were two mats on the floor; one oval and one rectangular. There were also what appeared to be several small animal houses around the room. Shadowmere thought that this place was very strange.

"_Is this a different realm of Oblivion?_" he thought. "_Or have I already returned to Tamriel?_"

Shadowmere grabbed the blanket with his teeth, threw it off him and got off the couch. He now felt stronger than he did when he woke up in the forest earlier. More of his strength had returned. He made his way over to the door when he suddenly heard something coming from the kitchen. He turned his head to see who it was and he saw a yellow pegasus with a long, pink mane. She looked very startled when she saw him. Shadowmere was a large earth pony with a very dark reddish brown coat and mane. He had big, blank, red eyes with black pupils that didn't seem to show any emotion. His cutie mark was an eerie Black Hand print that looked like someone had dipped their hand in black paint and pressed it on his flank. Fluttershy didn't even know what his cutie mark was supposed to be. His expression was stern and devoid of a smile. He was very intimidating in appearance. She was a bit scared of his appearance and she stumbled to speak. "Oh, you're awake." She then lowered her head and backed away slightly.

"_A talking horse? I've never seen something like that before. It's not like we have a different language that only we can understand. Well, I'm probably not in Tamriel anymore. I might be in a realm of Oblivion right now. But which one?_" He then looked back at the shy pegasus standing in front of him. She looked scared. Shadowmere completely ignored this and simply asked, "Hey, can you tell me where I am right now?"

Fluttershy looked back up at him. When he had addressed her, some of her fear had disappeared and she returned to the usual amount of fear that she had whenever she was involved in something different. She then spoke softly, "We're in my cottage. I found you passed out near the Everfree Forest. I was so scared that you might have been hurt, so I brought you back here to make you feel better." She then stepped forward again and raised her head and smiled a bit. "Are you feeling okay?"

Shadowmere's expression changed a bit. This pony seemed very strange for a Daedra. "No, I meant what realm of Oblivio…" Suddenly the front door of the cottage opened and a cyan pegasus appeared. Shadowmere and Fluttershy both turned to face her.

"Hey there, Fluttershy. I was just wondering if you wanted to do something…" Rainbow Dash opened her eyes and saw Shadowmere standing beside Fluttershy. She suddenly dropped her smile and she looked confused. "Hey Fluttershy, who's your friend?"

Fluttershy responded, "Oh, I found him passed out near the Everfree Forest so I brought him back here to help him."

"Uh huh." She then turned to face Shadowmere and tilted her head. "So, what's his name?"

Fluttershy suddenly dropped her smile and it was replaced by an expression of embarrassment. She had helped out this pony and she hadn't even asked him his name. "Oh, I'm not sure." She then turned to face Shadowmere. "Uhhmm, what's your name?"

Shadowmere looked at her and responded simply, "Shadowmere."

Rainbow Dash dropped her confused expression and smiled again. "Shadowmere, huh? Well it's nice to meetcha." She then placed her hoof on her chest. "I'm Rainbow Dash; and any friend of Fluttershy's is a friend of mine."

Shadowmere was becoming more and more confused with everything that was happening. Did these ponies actually consider him a friend after just meeting him? He wasn't even aware that Daedra had friends. One thing that he knew for sure was that these ponies were definitely strange.

Suddenly the silence was broken by a loud roar from outside. Fluttershy and Rainbow Dash both dropped their smiles. Fluttershy then said, "What was that?"

Rainbow Dash responded, "It sounded like it came from the Everfree Forest."

The two of them then ran outside and Shadowmere ran after them. When they were outside, they looked over at the entrance to the forest and they saw the Cutie Mark Crusaders run out being followed by an angry manticore.

Fluttershy then spoke with real fear in her voice. "Oh no, the girls are in trouble. We have to do something."

Rainbow Dash stepped forward confidently. "Don't worry, we will." She then turned around to face Fluttershy and Shadowmere. "First off: Fluttershy, Shadowmere; both of you grab one of those little fillies."

Fluttershy responded in a much stronger tone. "Right." She also had a strong look of determination on her face.

Shadowmere didn't exactly know what was going on but he decided to help out. After all, the Dark Brotherhood never harmed the innocent, least of all children. "Right."

Rainbow Dash turned backed around and the three of them dashed in the direction of the Cutie Mark Crusaders. Rainbow Dash quickly flew over to them and grabbed Scootaloo. Fluttershy flew over there, slower than Rainbow Dash but faster than she usually did and grabbed Sweetie Belle.

The manticore was now closing in on Apple Bloom. It jumped up and prepared to pounce on her. Suddenly Shadowmere ran over to her very quickly, grabbed her with his teeth and ran off before the manticore fell to the ground.

Shadowmere ran ahead and dropped Apple Bloom down. He then turned around and bore down as he faced the manticore. He then charged at it.

When Apple Bloom saw this, she yelled out, "No, don't do it. Manticores are dangerous."

Shadowmere ignored this and continued charging forward. The manticore stood back up on four legs and roared at him. When Shadowmere was right in front of the manticore, he stood up on his two back hooves and kicked at it with his two front hooves. When he did this, the manticore backed up a bit and then swiped at Shadowmere with its claws. It scratched him on his right forehoof and knocked him back. Shadowmere was knocked into the air, but he regained himself in the air and turned around and landed on his feet. He then fell down a bit on his injured hoof. The manticore then roared again and prepared to charge at him.

"Shadowmere!" Rainbow Dash called out while hovering in the air with Scootaloo in her hooves. Rainbow Dash then shook her head and regained her composure. She then flew down towards the ground to put Scootaloo down so she could help Shadowmere. When she landed on the ground and put Scootaloo down, she turned around and saw the manticore charge at Shadowmere and she saw Shadowmere charge at the manticore.

Shadowmere still had a lot of strength left in him even after being scratched and he closed the distance between them quickly. As he moved closer, he thought about how he would fight this thing. "_It looks like my usual method of fighting isn't going to work with this thing. What should I do?_" When the two had reached each other, the manticore stood up on two legs and prepared to strike him. Suddenly, Shadowmere instinctively spun around on the spot and planted his two front hooves into the ground in front of him. As the manticore came down to strike him, Shadowmere raised his two back hooves and bucked it right in the face. The force of the blow sent the manticore flying back and crashed into the trees on the edge of the forest. It was completely knocked out. The ponies in the area all dropped their jaws in response to what they just saw. One pony had just defeated a manticore with just one hit. Shadowmere lowered his hooves again and looked back at where the manticore had crashed. He suddenly felt very weak and he collapsed again.

"Shadowmere!" Rainbow Dash and Fluttershy shouted in unison. Rainbow Dash quickly flew over to him. Fluttershy followed, who was still carrying Sweetie Belle in her hooves. Apple Bloom and Scootaloo then ran over to him too.

"Is he alright?" Apple Bloom asked.

Rainbow Dash examined his body. "Well, he's still breathing and he doesn't seem to be too banged up." She then turned her head around to look at them. "But I think maybe we should take him to Twilight's; she should know what to do." Fluttershy and the Cutie Mark Crusaders all nodded in agreement. Rainbow Dash then walked over to the Cutie Mark Crusaders and said, "Listen, you fillies should head on home. After what just happened here, you ought to get some rest."

Fluttershy put Sweetie Belle down and she went to re-join her friends. "Yeah, I think we all had enough crusading for one day. It looks like we're not gonna be Cutie Mark Crusader Jungle Explorers either," Sweetie Belle said as she lowered her head with a sad frown on her face. "We're really sorry for all the trouble we caused." The three of them then frowned.

Fluttershy stepped forward. "Don't worry about it girls. You're okay now. Now you all be careful on your way home, alright?" She then closed her eyes, tilted her head and smiled at them. The Cutie Mark Crusaders looked at her and smiled back.

"Alright, Fluttershy," Scootaloo said.

"We promise, Fluttershy," Apple Bloom followed.

"Thank you, Fluttershy," Sweetie Belle concluded.

The three of them then turned around and walked away. Rainbow Dash then walked up to where Fluttershy was and called out, "Hey Apple Bloom; when you get home, ask Applejack to come here and tell her to bring her apple cart with her." She stopped talking but then she added, "Oh and make sure that it's empty."

Apple Bloom turned her head around and responded, "Thanks; Ah will." She then turned her head back around and proceeded in the direction of Sweet Apple Acres. The three of them then split up and headed home.

When they were gone, Rainbow Dash then turned back around to look at Shadowmere. He was just lying there on the ground. She then walked over to him to get a closer look at him. He was just lying there. He was breathing lightly but he seemed to be alright. Fluttershy then walked up behind her. Her expression had changed once again, this time she looked worried. "Uhhmm, Rainbow Dash; do you think that he'll be okay?"

Rainbow Dash looked over at her and smiled smugly. "Hey, this is a pony who managed to defeat a manticore with just one hit. I think that it's gonna take a lot more than this to keep him down."

Fluttershy looked back at her friend and smiled. "You're right, Dashie."

Rainbow Dash then turned back around and looked at Shadowmere. As she just stared at his unconscious body, she suddenly felt a strange feeling. After about ten seconds she decided to break the silence. "So… we better get him ready for when Applejack gets here," she said to Fluttershy without facing her; she just continued to look at Shadowmere.

Ten minutes later, Applejack walked into the area hauling her apple cart behind her. She looked ahead and saw Rainbow Dash and Fluttershy standing together. "Hey there y'all. Apple Bloom said that y'all needed my help with something."

Rainbow Dash and Fluttershy both turned around when they heard her. They then both walked to the side so that Applejack could see Shadowmere lying on the ground. Applejack's expression suddenly changed. "So, that must be that there injured pony that Apple Bloom was talking about, right?" She then giggled and smiled. "Apple Bloom told me the strangest story about how he single hoofedly defeated a manticore." Applejack then laughed even louder. "That was one hoop dinger of a tall tale, right?"

Rainbow Dash and Fluttershy just kept looking back at Applejack; their expressions didn't change at all. Applejack's smile suddenly changed to a look of confusion and disbelief. "Y'all serious?"

Rainbow Dash then walked over to Applejack and explained the situation to her. After a bit of explaining she completely understood, though she was still a bit sceptical about the notion of one pony defeating a manticore. Rainbow Dash and Fluttershy then loaded Shadowmere's body into the cart. They then all proceeded towards the library.

**To be continued…**


	2. The First Day

Everything was black. The last thing that Shadowmere remembered was fighting with some sort of strange creature and then passing out afterwards. Shadowmere still had some important things to figure out. Where was he? Was he in a different realm of Oblivion? Or has he already regenerated and returned to Tamriel? Why were horses now able to talk? Shadowmere contemplated the answers to these questions, but suddenly, he began to hear voices in the darkness.

"I don't know, girls. It just doesn't sound possible that one pony could defeat a manticore, especially in just one hit."

"We're telling you, Twilight. We were there and we saw it. Sure he passed out afterwards, but he did it."

Shadowmere didn't know who the first voice belonged to, but he recognised the second voice as the cyan pegasus from earlier. Shadowmere then began to rouse a bit.

"Oh look, he's waking up," said the first voice.

Shadowmere opened his eyes and he saw a purple unicorn's face just inches away from his own. When he had opened his eyes and looked at her, she backed away a bit. Shadowmere sat up and noticed that he was lying on another couch. He looked around at where he was now and he saw loads of shelves filled with books. He seemed to be in a library right now. He then turned back to look at the purple unicorn. The two pegasi from earlier were standing behind her and there was also an orange earth pony with a long, blonde mane tied back in a braid and wearing a light brown stetson hat. Shadowmere then hopped down off the couch and stood up.

The purple unicorn suddenly changed to a worried expression. "Careful now; don't overexert yourself. My friends told me that you collapsed back there."

Shadowmere responded immediately. "Don't worry. I was feeling weak then, but now I'm back to full strength."

Twilight smiled. "Well, that's a relief." She then closed her eyes while smiling for about two seconds. "I'm Twilight Sparkle. What's your name?"

Shadowmere again responded immediately in a simple tone. "Shadowmere." He then started walking towards the door and walked right passed Twilight.

Twilight suddenly looked confused. "Hey, where are you going?" she said as she turned around to look at him.

Shadowmere stopped walking and addressed Twilight without turning around to look at her. "Back home." He then turned his head around to look at her. "Can you tell me how to get to Tamriel from here?"

Twilight now looked even more confused. "Tamriel?" The other ponies in the area had the same look of confusion now as well.

Shadowmere just stood there for about three seconds and then responded. "Never mind." He then tilted his head up in thought. "_So I haven't returned to Tamriel yet, or even Nirn for that matter. I guess that means I'm still in a realm of Oblivion. But which one?_"

Twilight was about to open her mouth to say something, but then suddenly, the door of the library flung open. Everypony in the room, including Shadowmere, turned to see who was there. It was a pink earth pony with a big, poufy mane that looked like it was made of cotton candy. She then opened her mouth and took a big inhale of oxygen and started to speak. "Hey there everypony. I just heard this absolutely amazing story about a strong, dashing earth pony who valiantly came to the rescue of three young fillies who were being attacked by a big, mean manticore and then he whisked the little fillies away to safety and then defeated the manticore with just one hit." She said all of this in the span of just a few seconds. She was making loads of different gestures as she was speaking to match what she was saying.

Suddenly everypony in the room, except for Shadowmere, shouted, "PINKIE!"

The pink earth pony suddenly stopped mid gesture and fell silent. She then sat back down and her happy expression changed to a slightly embarrassed one. "Oops, sorry."

Twilight then stepped forward until she was standing next to Shadowmere. She then placed her hoof on his shoulder and turned to face Pinkie. "Pinkie Pie, this is Shadowmere. He's the one who saved those little fillies from the manticore." She then lowered her hoof again.

Pinkie rose to her feet again, her face once again changing to a happy expression. "Oooooohhhhh." She then smiled and continued just staring at him.

Shadowmere was starting to feel a bit uncomfortable. He then turned to face Twilight. "Hey, Twilight was it? Can you tell me where I am right now?"

Twilight looked back at him and responded. "You're in the Golden Oaks Library here in Ponyville."

Shadowmere stared back at her for three seconds before responding. "Ponyville? That's the name of this town, right?"

Twilight then nodded in agreement, with a smile on her face. "Yes."

Shadowmere gave a short sigh. "No; I mean what realm is this?"

Twilight suddenly dropped her smile and looked confused. "What realm? Well… I guess that would be, Equestria."

Shadowmere looked back at her, almost as confused as she was. "Equestria? Doesn't ring a bell," he muttered quietly under his breath. He then spoke louder so that she could hear him clearly. "Tell me; who's the ruling Prince her?"

Twilight and the other ponies in the room were becoming more and more confused. After a second or two, Twilight responded. "Well, our ruler is Princess Celestia."

"_So, she refers to herself as female. I haven't heard of her before. She must a low ranking Prince like Peryite._" Shadowmere then spoke up again. "Well, what does she rule over?"

At this point in the conversation, Twilight was seriously confused. Shadowmere was definitely one strange pony. "I just told you; she rules over Equestria."

"No, that's not what I meant. Not the realm she rules over; I mean what's her sphere? Like how Mehrunes Dagon's sphere is destruction or how Sheogorath's sphere is madness."

Before Twilight could think further about these strange names that she has never heard before, Pinkie Pie suddenly popped up next to her. "Well duh, Twilight; of course that's not what he means. Equestria isn't a sphere. It has an up and down." She then closed her eyes and smiled at her.

At that moment, everypony in the room dropped their increasingly confused looks and just looked strangely at Pinkie, like she had just spoiled the moment.

After about five seconds of just standing there staring at Pinkie Pie, who, as usual, was completely oblivious to how weird she just sounded, Twilight suddenly decided to break the silence. "Oookay." She then turned back to face Shadowmere. "Well, Princess Celestia is called 'The Princess of the Sun' so I guess her 'sphere' would be the Sun."

"_Huh, I thought that it was Akatosh that was associated with the Sun. Maybe people just forget about this Prince after all this time._" He then looked back at Twilight. "Alright, that's enough. I heard all I needed to hear." He then turned around and walked over to the door.

Twilight suddenly called him from behind. "Hey, where are you going?"

Shadowmere responded in a straight tone, without looking back or stopping. "Wherever I want."

When he was almost directly in front of the door, Rainbow Dash suddenly swooped down in front of him and glared at him with an angry expression on her face. "Hey, what do you think you're doing? We all went out of our way to help you and you're not even gonna to say thanks?"

Shadowmere looked back at her, his expression not changing in the slightest in response to what she just said. "I never asked for your help."

Rainbow Dash's expression didn't change either in response to what she just heard. She responded immediately. "Of course you didn't ask for our help, but you were in trouble. We weren't just going to stand around and do nothing or just leave you there. This is what friends do for each other."

Shadowmere suddenly dropped his usual expressionless face and looked down at the ground. He then whispered under his breath, so quietly that nopony in the room could hear him. "Friends?"

He then looked back up at Rainbow Dash, who still had an angry and annoyed looked on her face. He then turned his head around and looked at Fluttershy, who was quietly scratching at the ground with her head down. "Hey, your name is Fluttershy right?"

Fluttershy suddenly lifted her head up and looked at Shadowmere. "Oh… uhhmm… yes," she said in a very timid tone of voice.

"Thank you for helping me out back there. I really appreciate it."

Fluttershy's expression changed to surprise and then she smiled. "Oh, you're welcome. I was happy to help. I just can't stand to see anypony hurt or in danger." She looked back at Shadowmere. His face was difficult to read, but she could still tell that he really meant it.

Shadowmere then looked around the room. "And the rest of you too; thanks for your help".

Twilight was about to say something, but then Pinkie cut her off. "You're welcome, Shadowmere," she said with a big smile on her face. She then placed her hoof underneath her chin and pursed her lips together. "Huh, I need to come up with a nickname for you. It might take me a while since I only just…" Pinkie suddenly shot up into the air. "Oooooooooohhhhhhh." She then lunged at Shadowmere and grabbed him by the chest. Shadowmere was taken aback by this. "I just remembered something REALLY important. I don't know you."

Shadowmere didn't know how to react to that at all. He now looked as confused as the others did earlier. He then looked down at Pinkie. "You remembered… that you don't know me?"

Pinkie stepped back from Shadowmere. "Of course. This is bad because I know everypony, and I mean everypony in Ponyville; and if I don't know you then you must new around here and if you're new around here then I must not have met you before and if I never met you before then that means I never threw you a surprise party!" Pinkie's face was now pushed right up against Shadowmere's.

The only thing that Shadowmere could say was, "Uhhmm…"

Then Pinkie pulled her face away from his. "It's already five o' clock. I'm going to have to work extra hard to get everything done in time." She then rose into the air again and bolted over to the door, closing it as she left.

The only thing that Shadowmere could say in response to what had just happened was, "What just happened?"

Twilight stepped forward. "Don't mind her. She's just being Pinkie Pie."

Shadowmere had absolutely no idea what that meant; but right now, Pinkie was definitely the weirdest pony that he had met so far; and that's saying something.

Fluttershy slowly stepped forward and started to speak. "Uhhm, Shadowmere, I was just wondering, I mean, if it's okay with you, would you like us to show you around Ponyville? I mean, if that's what you want."

Shadowmere looked over at Fluttershy. She looked kind of scared. He then looked over at Rainbow Dash who looked back at him. He then looked back at Fluttershy and said, "Sure, I'd like that."

Fluttershy raised her head up a bit and she smiled. "Oh, really? That's wonderful." Her smile grew even bigger. "Well then, we should probably get going." She then walked over to the door where she joined Rainbow Dash, but then she suddenly remembered something. "Oh, that's right; your hoof. I remember it got scratched by the manticore. We should probably treat it before we go."

"That won't be a problem," Shadowmere responded. He then raised his right forehoof where the manticore had scratched him. It was completely clean. There wasn't even a scratch or a scar or any indication that he had been scratched at all.

Fluttershy suddenly sped over to him and examined his hoof. "But that can't be. I was sure that that manticore had scratched you."

"Yeah it did; and I healed."

Fluttershy looked up to look him in the eye. She had an expression of disbelief on her face. "Already?"

"Yeah, I'm kind of special like that." He then lowered his hoof and turned his head to the side.

Fluttershy looked down and then looked up at him again and smiled. "Well, I'm glad." She then turned around and walked back over to Rainbow Dash and the two of them opened the door and walked outside.

Shadowmere turned his head back around and watched the two of them leave. Twilight then walked past him, followed by the orange earth pony in the stetson hat. She suddenly stopped next to Shadowmere, turned her head to face him and said, "Ah'm Applejack by the way." She then turned her head back around and continued walking towards the door. Shadowmere followed shortly after her and proceeded outside.

The five ponies were now walking down the streets of Ponyville. Shadowmere looked around as they walked. The streets were filled with colourful ponies. There were mares and stallions and fillies and colts, all talking to and playing with each other respectively. This place was completely different from any realm of Oblivion he had seen before; it was much more colourful and cheerful, even more so than Tamriel. What was he even doing here anyway?

Shadowmere suddenly broke away from his thoughts and looked at the ponies at either side of him. "Okay, let me see if I've got this." The other ponies looked at him curiously when he said this. He looked to his left and said, "Rainbow Dash and Fluttershy." He then looked to his right and said, "Twilight Sparkle and Applejack."

Twilight looked back at him and smiled. "Yeah, that's right."

Shadowmere looked at her and then said, "And the pink one from before is Pinkie Pie, right?"

"Yeah, that's right. By the way, you can just call me Twilight."

"Okay, Twilight." Shadowmere then faced forward again.

They continued walking along for about thirty seconds and then Fluttershy decided to break the silence. "So Shadowmere, is there anywhere in particular that you would like to go?"

Shadowmere looked over at her and tensed his muscles. "Is there anywhere nearby where I can run around for a while? I need to get some energy back into my limbs. I don't like to just sit around all day. I have to move."

Fluttershy put her hoof to her chin trying to think of such a place. Suddenly she was interrupted by Applejack. "There sure is. There's the White Tail Woods not too far from here. We use the area every year for the 'Running of the Leaves' race. It's the perfect spot for running."

Rainbow Dash's ears suddenly perked up. "That's it. We should have a race." Everypony looked at her.

Twilight then said, "A race?"

"Yeah, it's perfect. After all, he wants to run; and after seeing how strong he is, I want to see if he's fast too." She then turned to face Shadowmere. "So, are you up for it?"

"Sure."

Shadowmere and Rainbow Dash both stared at each other intently. Suddenly, Applejack broke the silence. "Well hey, count me in too. I wanna see how this turns out too." Her expression then changed a bit. "So long as Rainbow here doesn't use her wings."

Rainbow Dash looked over at Applejack. She then looked away and rested her head down. "Fine, I won't use my wings."

Twilight then spoke up. "Well, I'm not really interested in racing. I think I'll just watch."

"Me too," Fluttershy added.

Rainbow Dash then lifted her head up and laughed. "Well then, looks like everything's settled. Let's go."

The five of them then proceeded in the direction of White Tail Woods.

About ten minutes later, they arrived at White Tail Woods. There was a dirt path directly in front of them that seemed to stretch on for miles and miles. On either side of the path, there were big trees with leaves of all the colours of the rainbow. This wood looked a lot different from the one that Shadowmere had woken up in.

Applejack drew a line across the path with her hoof to create the starting line. When she was finished, Shadowmere and Rainbow Dash walked up to the line and got into their starting positions. Applejack immediately joined them.

Fluttershy stood at the side of the path, and Twilight walked out onto the path in front of the racers. She was holding a green flag with her unicorn magic. She then moved to address the racers. "Alright everypony; this race will be from this starting line, up to the point in the road where the path splits up to the path that leads up the mountain. From there, you will turn around and come back here. The first to cross the finish line is the winner. Does everypony understand?"

Applejack, Rainbow Dash and Shadowmere all said in unison, "Yes."

Twilight smiled back at them. "All right then. The race will begin when I wave the flag; and remember to pace yourselves." She shot a glare at Applejack and Rainbow Dash when she said that last part, showing that she was talking to them specifically.

"Yeah, yeah," Rainbow Dash said as she waved her hoof at Twilight. "Just get on with it."

"Alright then." Twilight then moved back so that she was standing on the edge of the path. "On your marks." She raised the flag and the racers knelt down, getting ready to charge off. "Get set." The three of them narrowed their eyes in anticipation. "GO!" Twilight waved the flag and on cue, the three of them dashed off.

Applejack, Rainbow Dash and Shadowmere were now running along the path a high speeds. Applejack and Rainbow Dash were neck and neck. They were both running at the exact same speed with neither passing the other one out. If one of them started running faster, the other was able to match their speed. However, both of them were still holding back. They both remember clearly what they learned during the last 'Running of the Leaves' and decided to pace themselves. Shadowmere, however, was running much faster than them and was already way ahead.

"Wow, he sure is fast," Applejack said.

"I'm not worried," Rainbow Dash responded. She then turned her head to face Applejack. "He's doing exactly what we did before and using all of his energy from the get-go. Trust me, pretty soon he's gonna be all tuckered out and we'll be able to pass him by no problem."

Rainbow Dash turned her head back around and she saw Shadowmere way out ahead of them. He was a lot faster then she thought. She then picked up her speed and started running faster, but she still didn't seem to be getting any closer to him. In fact, it looked like the faster she ran, the further he got away. This was beginning to hurt her pride. She then decided to go her full speed and charged way ahead. Seeing this, Applejack also decided to pick up her speed, but unlike Rainbow Dash, she still decided to hold back and not give it her all just yet.

Rainbow Dash was beginning to catch up with Shadowmere. She was panting from exhaustion but she still kept running. After a while, she caught up with Shadowmere and they were now neck and neck. Rainbow Dash turned her head to face Shadowmere. "Hey, (gasp) don't you think you should pace yourself? If you go all out then you won't have any energy left for the finish line."

Shadowmere turned his head to face her. "I am pacing myself. If you run at top speed for too long, then you run out of stamina and you can't run for a while. Everyone knows that; only an idiot would make that mistake." He looked at Rainbow Dash intently when he said that, almost like he was mocking her, though he didn't know the whole story.

Rainbow Dash looked back at him with an angry expression on her face. "Well then, if you know all of this then why are going at your full speed?"

Shadowmere looked down at her and replied simply, "I'm not at my full speed. What you're seeing now is just my basic speed."

Rainbow Dash's eyes immediately widened when he said this. Her expression then changed to one of worry but then it immediately changed back. "Yeah, nice try. There's no way that that's true." She then looked back at him with a smug smile on her face.

When she said this, Shadowmere simply said, "Fine then. See for yourself." Shadowmere then lowered his head. All of a sudden, he picked up speed and dashed out ahead of her. He was so fast that he kicked up a cloud of dust as he moved. Rainbow Dash closed her eyes and started coughing, but she still kept running.

When the dust had cleared, she opened her eyes and she saw Shadowmere way off in the distance and he was still getting even farther away with every passing second. Rainbow Dash was now feeling really tired after running at her top speed for so long, but she still pushed her body to move faster. However, Shadowmere was still moving even further away from her and by now, he had passed over the horizon and she couldn't see him anymore.

By this point, Rainbow Dash was exhausted and she had to stop. She just stood there, gasping for breath. She then heard hoofsteps from behind her. She turned her head around and saw Applejack catching up with her. She looked like she could still run for a while. Rainbow Dash turned her head back around and started running as fast as she could at this point, however, Applejack was still quickly catching up.

Rainbow Dash lowered her head and closed her eyes. Her pride was now in shambles. She refused to let things end like this no matter what. She then opened her eyes and she had a determined expression on her face. "That's it. All bets are off!" She then unfurled her wings and flew off after Shadowmere.

From behind where she was, Applejack then said, to nopony in particular, "Saw that one comin'."

Shadowmere was running along the path of White Tail Woods at his top speed. After about a minute, he felt his stamina falling, so he returned to his usual pace. Since he was so far ahead, he decided to take the time to admire the scenery. He had to admit that this place did look very beautiful. He never saw any realm of Oblivion that looked anything like this before. It actually reminded him of the forests near Riften. "_The creatures here don't seem very strong. Maybe that's the reason I've never heard of this realm, or it's Prince before._"

Suddenly his thoughts were interrupted when he heard a strange sound from behind him. He turned around to see Rainbow Dash flying towards him. She quickly caught up and over took him. When he saw this, he just simply said, "Didn't Applejack say you weren't allowed to use your wings?" There wasn't any anger or annoyance in his voice.

Rainbow Dash turned her head around while she was flying ahead and said, "At this point, I don't care about the rules. I just want to win at all cost."

"Hmmm, well alright then," Shadowmere said with a smug smile on his face. He had felt his stamina return so he picked up his speed again. Rainbow Dash then resumed facing forward and increased her speed.

Despite how fast Shadowmere was, Rainbow Dash is still the fastest flier in Equestria and she passed him out easily and increased the distance between them quickly. Rainbow Dash came up on the turning point: It was the bush that she had hidden in last time to trick Applejack into going the wrong way. She passed it and turned around quickly to head back to the finish line. About ten seconds later, Shadowmere rounded the turning point and headed back to the finish line. On their way back, they both whizzed past Applejack, who hadn't reached the turning point yet.

As Rainbow Dash flew through the woods, she started to pant loudly. She had used up a lot of her energy before she started flying and it was beginning to take its toll on her. Suddenly, her wings tensed up and she fell to the ground and crashed. She slowly rose back onto her feet as she panted loudly, trying to catch her breath. She tried to take a step forward, but she was now completely out of energy and she collapsed.

A few seconds later, Shadowmere came galloping passed her, still with plenty of energy left. When he saw Rainbow Dash lying on the ground, he slowed down to his usual pace. He then gave her a smirk smile as he passed her. He took a few more steps but then he stopped and looked behind him. Rainbow Dash was just lying there on the ground. She didn't even have the energy to move. Shadowmere looked around the forest and guessed that there were probably dangerous creatures around here that would attack a defenceless pony. He looked ahead of him for a second and then looked behind him. He thought for a moment and then he went over to Rainbow Dash's body and just looked at her; mirroring the moment from earlier that day. He suddenly felt a strange feeling that he couldn't explain. He quickly brushed this off and simply said, "Well, I think that I've already proven that I'm the fastest." He then picked her up and put her on his back. He then started walking back towards finish line.

Twilight and Fluttershy were both standing at the finish line waiting for them. Fluttershy looked over at Twilight and said, "Do you see them yet?"

Twilight looked over at the horizon but she wasn't able to see anypony. "Sorry, not yet."

Fluttershy lowered her head and wore a worried expression on her face. "I'm worried. They should have been back by now."

Twilight went over to comfort her friend and put her hoof on her shoulder. "Don't worry about it, Fluttershy. These are some of the strongest ponies in all of Equestria. I'm positive that they'll be just fine."

Fluttershy looked up at her friend and smiled. Twilight soon followed suit. They both then looked out at the path again and something came into view. They both leaned forward to get a closer look. They were able to make out two ponies walking together. They also saw that the bigger pony was carrying something on his back. Twilight and Fluttershy got worried and ran up to meet them. When they caught up, they saw that Shadowmere was carrying Rainbow Dash on his back.

"Oh no, what happened?" Twilight asked worriedly.

"Don't worry about it, y'all. Shadowmere says that Rainbow here just used up too much energy is all. She'll be all right once she gets a little rest."

Twilight breathed a sigh of relief, but then she got a slightly annoyed look on her face. "I told her to pace herself and now look where she's ended up."

"Don't worry about it Twi," Applejack responded. "Considering the circumstances and all, I don't think she could help herself."

Twilight gave another sigh. "Alright, should we head back then?"

"Eeyup. Let's get goin'."

The five of them then made their way back into town.

The five of them had made their way back to Ponyville. It was now quite late. Celestia's Sun was making its way down and its position in the sky combined with the clouds made the sky look orange. The streets were now completely deserted, though they all knew why, except for Shadowmere. Rainbow Dash had woken up on the walk back and was now walking on her own. She walked along slowly; her pride was bruised but it will heal.

Shadowmere was out ahead of the others. He turned around and asked, "Okay, so where do we go now?"

Twilight knew that Pinkie would have finished setting up the party by now, so they had to lead him towards Sugarcube Corner somehow. She thought for a moment and then replied, "Why don't we go get something to eat now?"

Shadowmere suddenly felt his stomach growl and he realised that it had been a while since he had eaten anything; and all of that running hadn't helped his stomach. He still didn't know exactly what they ate here, but at this point he would eat anything. "Okay, sure. Where should we go?"

"Sugarcube Corner is just up ahead. It's the building that looks like it's made of gingerbread; you can't miss it."

They then all made their way over to Sugarcube Corner. When they were there, Shadowmere opened the door and stepped inside. The room was pitch black. Suddenly the lights came on and ponies jumped out and yelled "Surprise!"

Shadowmere didn't know what was going on at all. Suddenly, a familiar pink pony jumped out and yelled, "Surprise! It's your very own, very special, welcome to Ponyville surprise party. Were you surprised? Were you? Were you? Were you?"

Shadowmere tried to grab a hold of his thoughts and then responded, "Uhhmm, yeah."

"Oh good, I'm so glad. It's not a surprise party if you're not surprised. Without a surprise, a surprise party is just a party and while all parties are fun, surprise parties are extra fun because they're a surprise."

Shadowmere was seriously finding it hard to keep up with this pony. He had heard madmen make more sense. "_Huh. Maybe she should be in the Shivering Isles._"

Pinkie snapped him back from his thoughts when she continued talking. "Come on Shadowmere, I want to introduce you to everypony." She then grabbed Shadowmere and yanked him away. How she was strong enough to pull him he'd never know.

Back at the door, Twilight watched as Pinkie dragged Shadowmere away. "Wow. I don't think that Shadowmere's all that comfortable around Pinkie Pie."

Rainbow Dash put her hoof to her face to try and keep herself from laughing at how such a fast and strong pony was being yanked away by a pony half his size. "Awww come on, Twilight, it's pretty funny. Besides, he deserves it after how he humiliated me earlier," Rainbow Dash replied. She then walked away as she giggled to herself.

Twilight frowned in Rainbow Dash's direction as she left.

Pinkie Pie dragged Shadowmere into a big crowd of ponies. She then took a big breath and said, "Shadowmere, this is Lyra, Bon Bon, Colgate, Caramel, Time Turner, Derpy, Octavia, Vinyl Scratch, Carrot Top, Daisy, Rose, Lily, Aloe, Lotus, Linky, Candy Mane, Sparkler, Thunderlane, Raindrops, Flitter, Cloud Chaser, Berry Punch, Cheerilee, Snowflake, Mayor Mare, Mr. Cake, Mrs Cake, Lightning Flicker, Strong Steed, Diamond Flash, Cherry Blossom, and Dawn Flower." Pinkie moved her hoof from one pony to the next to show clearly who was who. When she was finished, she took another big breath and said, "Lyra, Bon Bon, Colgate, Caramel, Time Turner, Derpy, Octavia, Vinyl Scratch, Carrot Top, Daisy, Rose, Lily, Aloe, Lotus, Linky, Candy Mane, Sparkler, Thunderlane, Raindrops, Flitter, Cloud Chaser, Berry Punch, Cheerilee, Snowflake, Mayor Mare, Mr. Cake, Mrs Cake, Lightning Flicker, Strong Steed, Diamond Flash, Cherry Blossom and Dawn Flower, this is Shadowmere." Pinkie then leaned over to Shadowmere and asked, "Did you get all that?" Of course there was no way that he matched the names and faces of all those ponies just like that, but he didn't want to have to go through that all over again, so he just lied and said that he did. Pinkie's eyes lit up when he said this. "Really? Wow. You're the first pony ever to learn everyponies names that fast. It even took me a few days to get them all down. I think you're gonna fit in here very well Shadowmere." Pinkie then threw herself around him in a big hug. Shadowmere was beginning to regret his decision.

After about ten seconds, Shadowmere had to pull Pinkie off him. She then said, "Alright Shadowmere, since you're so well acquainted with everypony, you should go and mingle." She then pushed Shadowmere away into the middle of the room. When he was alone, his stomach started rumbling again. He looked around the room and saw the snack table. He then made his way over there.

At the table, he saw all kinds of treats like cupcakes, muffins, cookies, chocolate milk and more. "_This place is starting to look more and more like a five year old girls dream than a realm of Oblivion. Knowing that, I wouldn't be surprised if the Prince of this place actually was a five year old girl._" He then reached down to grab a cupcake but it fell out of his hooves immediately. He tried to grab it again but it just fell down again. He then just decided to pick it up with his mouth and eat it.

"Hey there, Mister Shadowmere." Shadowmere heard a voice from behind talking to him, so he turned around to face them. He looked down and he saw the three young fillies that he had saved from the manticore earlier. The one that he had grabbed started talking again. "We just wanted to thank you again for saving us from that manticore earlier. Ah'm Apple Bloom and these are my friends Sweetie Belle and Scootaloo."

"It was nothing really."

Scootaloo suddenly responded back, "It wasn't nothing. You saved our lives."

"You're welcome then."

"Yeah, but still, it was totally awesome watching you beat up that manticore. He was all like 'rraaawwrrr' and swiping at you, but you wouldn't go down. Then you bucked him right in the face and sent him flying across the clearing." Scootaloo made all sorts of gestures to go along with what she was saying. She then looked up at Shadowmere. "You must be the strongest pony in all of Equestria to defeat a manticore so easily."

"Not really. That thing was just weak. It's taken me longer to defeat bears."

Apple Bloom's eyes widened when she heard him say this. She then turned to face Scootaloo. "Wow; he's so tough that he doesn't even think a manticore is tough."

Sweetie Belle had made her way over to Shadowmere's side and she was inspecting his cutie mark. She then looked up at him and asked, "Hey Mister Shadowmere; what does your cutie mark mean?"

Shadowmere looked down at Sweetie Belle with a confused look. "My cutie mark?"

"Yeah; see, right here." She then pointed to his cutie mark.

Shadowmere looked down at where she was pointing and saw the Black Hand print on his flank. "Oh that. It represents my ties to the Black Hand."

Sweetie Belle looked confused. "The Black… Hand? What's that?"

"It's the ruling body of the Dark Brotherhood."

"The Dark… Brotherhood," Scootaloo asked quizzically. "What's that?"

Shadowmere looked over to Scootaloo. "You mean you've never heard of the Dark Brotherhood here?"

"No. What is it?"

"We're a group of assassins."

Now it was Apple Bloom's turn to look confused. "Assassins? What's that?"

Just then, Pinkie Pie entered the area. "Oh Shadowmere, I almost forgot. I'd like you to meet my bestest friend Rarity." She then pointed to a white unicorn with a long, beautiful, purple, styled mane. "I have no idea where she's been all this time."

Rarity stepped forward. "So, you must be the new pony in town that everypony is talking about. Word travels fast in Ponyville. They're saying things like, you single hoofedly defeated a manticore and that you beat Rainbow Dash in a race."

Scootaloo suddenly dropped her confused look and her ears perked up. She then turned to face Shadowmere. "Whoa, whoa, whoa, wait a minute. Are you saying that you beat Rainbow Dash in a race?"

Shadowmere looked down at her and simply said, "Yes."

Scootaloo's face was in a state of disbelief. She then regained her composure, turned around, closed her eyes, folded her two front hooves together and smiled. "Yeah, well you only beat her on hoof. If she was flying then you wouldn't stand a chance of beating her."

"Actually she was flying and I was running and I still beat her."

Scootaloo just stood there frozen for about three seconds and then her mouth fell open. She then turned around and simply said, "What?"

Sweetie Belle jumped up in excitement. "Wow. You're strong and fast. You must be the best pony in Ponyville."

Apple Bloom popped next to Sweetie Belle. "Hey, maybe Shadowmere should have his own fan club."

Scootaloo just stood there with her mouth hanging open listening to her two friends. She then regained herself and started pushing her two friends away from here with her two front hooves. "Alright, I think we've heard enough here."

Pinkie Pie, Rarity and Shadowmere watched as Scootaloo pushed the Cutie Mark Crusaders away from here. Pinkie then said with a smile, "Don't walk around with your mouth open; you'll catch flies." She then skipped away. "La la la."

Shadowmere then returned to eating, completely forgetting that Rarity was still there. She then backed away slowly.

At the other end of the room, Twilight, Fluttershy, Rainbow Dash and Applejack were standing there watching Shadowmere. They were joined shortly by Rarity and the Cutie Mark Crusaders. Scootaloo was trying to talk to Rainbow Dash, trying to get her to admit that Shadowmere didn't actually run faster than she could fly, but Rainbow Dash stayed silent and didn't respond.

Apple Bloom walked up to her big sister and asked, "Hey Applejack, what's an assassin?"

Applejack looked down at her sister. "Huh, where'd ya hear that?"

"We were talking to Shadowmere about his cutie mark and he said that he was a member of the 'Black Hand' which runs the 'Dark Brotherhood' which is a group of 'assassins'."

After hearing Apple Bloom's 'explanation', Applejack was even more confused. "Ah have absolutely no idea what any of those things are." She then turned to face Twilight. "Hey Twi, you happen to know what an assassin is?"

Twilight looked back at Applejack, just as confused. "Sorry. I have no idea what an assassin or any of those other things are." Twilight then looked back over at Shadowmere quizzically. She then pursed her lips together and raised her hoof to her mouth. "Hmmm."

The party went on for a few more hours and then it ended when it was very late. Shadowmere, Twilight, her friends and the Cutie Mark Crusaders were the last to leave. Pinkie stood at the door and said goodbye to them as they left. She then closed the door and went inside.

Rarity took her sister to the side. "Come now, Sweetie Belle. We should really be getting home now. It's very late."

"Sure thing, Rarity." She then gave a big yawn. She then turned around and said, "I'll see you tomorrow girls." Rarity and Sweetie Belle then headed home.

Applejack waved goodbye to Rarity and Sweetie Belle and then looked down at her own little sister. "Well Apple Bloom, we should be getting home too."

"Sure thing, sis." Applejack and Apple Bloom then proceeded in the direction of Sweet Apple Acres.

Rainbow Dash then reached over and grabbed Scootaloo. "Come on kid. I'll take you home." Scootaloo smiled a smile as big as one of Pinkie Pie's and jumped on Rainbow Dash's back. The rest of them then started walking away.

As they were walking along, Twilight looked ahead at Shadowmere and asked, "So Shadowmere, do you have a place to stay?"

Shadowmere responded without looking back. "It's okay; I'll just sleep outside somewhere."

"What? Look, Shadowmere, if you don't have anywhere to stay, then you're more than welcome to stay with me and Spike at the library. There's plenty of room."

Shadowmere looked back on his left towards Twilight. He then looked to his right and saw Rainbow Dash. He then remembered what she said to him earlier. He then turned back to Twilight. "Well, if you're offering then I'm not going to turn you down."

Twilight smiled back at him. "Great, then it's settled. You can stay with us for as long you need."

Suddenly, Rainbow Dash spoke up. "Well, the library is that way and the kid's house is the other way. I'll see you guys tomorrow." Rainbow Dash, Scootaloo and Fluttershy then walked away and Twilight and Shadowmere walked towards the library in the opposite direction.

Five minutes later after walking in complete silence, they reached the library. Twilight opened the door and they both stepped inside. "Spike's probably asleep by now so I'll explain to him that you're staying here in the morning. Until then, you can sleep on the couch. Is that okay?"

Shadowmere turned to face her. "That's fine."

Twilight smiled back at him. "Well then, good night Shadowmere. I'll see you again in the morning." Twilight then walked upstairs.

Shadowmere walked over to the couch, jumped on it, laid down and went to sleep. As he was falling asleep, he thought to himself, "_This was definitely the weirdest day of my life; but it definitely wasn't the worst either._" He then drifted off to sleep.

**To be continued…**


	3. The Fight

Twilight woke up the next morning feeling refreshed. She sat up in her bed and stretched her hooves. She then got out of bed and walked over to her mirror and brushed her mane. When she was finished brushing her mane, she turned around and walked over to Spike, who was still asleep.

"Come on Spike, wake up. It's already late."

Spike didn't feel like getting up and just pulled his blanket over his head. "Five more minutes."

Twilight just rolled her eyes and then nodded and smiled playfully. She then activated her horn and pulled his blanket into the air. Spike's eyes suddenly shot open. "Alright, alright. I'm up, I'm up." He then stood up slowly, stretched and rubbed his eyes.

"Come on, Spike," Twilight said as she turned around and started walking towards the stairs. "Now you can finally meet Shadowmere."

Spike quickly followed after her. "You mean that pony you told me about, that Fluttershy found passed out in the Everfree Forest?"

"Yes Spike; him," Twilight smiled. "He's actually a really nice pony. He's a bit strange too, but he means well."

Twilight and Spike were coming down the stairs and the downstairs was coming in to view. She quickly faced the couch and said, "Good morning, Shadowmere." However, when she looked closer, she saw that he wasn't there. "Huh." Twilight's smile faded and was replaced by a look of confusion. She then ran down the stairs and over to the couch. "He's not upstairs." She then turned around to face Spike. "Spike, is he in the kitchen by any chance?"

Spike stuck his head into the kitchen. He then pulled it back out and turned back around to face Twilight. "Sorry Twilight. He's not in there."

"Where could he be?" Twilight said, now in a tone of concern instead of confusion.

Suddenly, the door of the library opened and Fluttershy ran in. She was panting and out of breath. Twilight and Spike turned to face her immediately. "Twilight, thank goodness you're awake," Fluttershy said in a worried tone, breathing heavily.

Twilight ran over to her. "Fluttershy; what's wrong?"

Fluttershy closed her eyes and breathed out. She then opened her eyes again. "I got up early to feed my chickens and when I looked over at the path leading into Ponyville, I saw Shadowmere walking towards the Everfree Forest."

"What?!" Twilight and Spike shouted in unison.

"Mm hmm," Fluttershy nodded. "I tried to stop him. I tried to tell him that there were dangerous monsters in there, like that manticore that attacked him earlier; but he just said, 'Good' and continued walking towards the forest. I then decided to come and get you so that you could talk some sense into him." Fluttershy then backed away slightly and lowered her head. "I was too scared to go in after him by myself," she said in a quiet mumble.

Twilight smiled and reached her hoof out to comfort her. "It's okay Fluttershy." Fluttershy smiled and looked up again. Twilight then backed away a bit and said, "Alright everypony, let's go."

Twilight, Spike and Fluttershy all ran out the door, but as soon they did, Rainbow Dash came flying by. She stopped in the air, just in front of them. "Hey there, Twilight. I thought I'd stop by and see how you're doing, what with Shadowmere staying here and all."

"Oh, Rainbow Dash," Fluttershy responded. "Something's wrong. Shadowmere has run off into the Everfree Forest and he might be in trouble."

Rainbow Dash's expression changed to one of confusion. "What? Even after what happened to him with the manticore yesterday? I mean, I know he's strong but that doesn't mean that he should just go out looking for trouble." She then whipped her head to the side. "That pony is just so stubborn and reckless."

Twilight smirked in response. "Gee, remind you of anypony?"

Rainbow Dash's eyes snapped open. She then turned around with an annoyed look on her face and grunted in irritation. "Come on, Twilight. Let's just get going already."

The four of them then sped off in the direction of the Everfree Forest.

When they reached the Everfree Forest, they didn't hesitate to charge in; not even Fluttershy. When they were all inside the forest, they slowed down and looked around for any signs of Shadowmere.

As they were walking along, Twilight suddenly looked down and saw a bunch of broken twigs and branches all over the path. Twilight lifted up one of the branches with her magic and began examining it. After about five seconds, she dropped the branch on the ground and gasped.

Rainbow Dash looked down at her and asked, "What's wrong Twilight?"

"These branches," she responded in a worried tone. "They came from… timberwolves."

Fluttershy immediately gasped in fright and raised her two front hooves in front of her mouth. "Oh dear."

Twilight's expression became serious again. "Come on, girls. Let's move." The four of them then started running along the path, with Rainbow Dash flying above them. As they ran, they noticed more and more broken branches and twigs from timberwolves.

After running for about ten seconds, they saw Shadowmere up ahead, surrounded by four timberwolves. When they saw this, they suddenly picked up their speed and ran, in Rainbow Dash's case, flew faster.

One of the timberwolves pounced towards Shadowmere. He quickly stepped to the side and the timberwolf jumped right into a tree. Another timberwolf jumped at him. This time, Shadowmere turned around and bucked the timberwolf when it came close and shattered it into pieces. He then turned around to face the two remaining timberwolves. This time, they both charged at him at the same time. Shadowmere charged towards them and quickly ran to the side and kicked one into the other, shattering them both. The timberwolf that had jumped into the tree got back up and started quietly creeping towards Shadowmere. When it was right behind him, Shadowmere casually kicked from behind without turning around and knocked its head off. The body then simply fell apart.

After he had defeated all of the timberwolves, the three ponies and Spike finally caught up to him. They all stopped in front of him and started gasping for breath, save for Rainbow Dash. Twilight looked down at the timberwolf's head at her hooves and then looked up at Shadowmere. She had the same look of disbelief on her face that she had when she first heard of Pinkie Pie's 'Pinkie Sense'. Shadowmere then turned around to face them.

When she had regained her breath, Twilight addressed Shadowmere. "Are you okay?"

Shadowmere responded immediately in a simple tone. "I'm fine."

Twilight breathed a sigh of relief. "That's a relief. We were so worried that you would get hurt fighting with all of these dangerous creatures."

Shadowmere looked down at the ground at the mess of branches that were once timberwolves. "These creatures aren't dangerous. They're pathetic."

Twilight was speechless when he said this and her face was blank. Rainbow Dash, however, looked annoyed and angry. She glanced at Twilight and then to Shadowmere. "Hey, didn't you hear what she said? We were worried about you. I mean, we didn't know that you were tough enough to take on all these timberwolves by yourself without getting hurt. We were really worried about you. Don't get me wrong, we're glad that you're alright, but don't you think you should have said something like, 'I'm sorry that I made you worry' or something?"

Shadowmere turned to face Rainbow Dash; his normally blank face showed a small bit of confusion, like he wasn't used to people, or rather ponies, worrying about him. He then turned to face Twilight and said, "I'm sorry I made you worry."

Twilight smiled. "It's alright." She then looked at Fluttershy and Spike standing behind her and then turned back to face Shadowmere. "We should probably leave now before any more monsters show up."

Shadowmere nodded. "Right." They then all turned around and started walking towards the entrance of the Everfree Forest.

As they all walked along, Shadowmere looked to his left and noticed Spike walking beside him. "Hey Twilight. Is this that 'Spike' you told me about before?"

Twilight, who was walking on his right, turned her head to face him and said, "Yeah, he's my assistant."

Spike then closed his eyes and puffed out his chest. "Her number one assistant."

Twilight rolled her eyes and smiled. Shadowmere, however, never took his eyes off Spike. "I've never actually seen a dragon before. I thought that they were just legends." He then raised his head up in thought. "_Then again; I think I remember hearing about dragonlings in Daggerfall._"

Twilight looked back at Shadowmere. "So Shadowmere; have you decided what you're going to do here in Ponyville?"

Shadowmere snapped out of his thoughts and turned to face Twilight. He then faced forward again. "I'm going to be here for another nine days; then I'll return to Tamriel." Twilight looked at him quizzically as she still no idea what Tamriel was. "I hope it's okay if I stay with you until then." He briefly glanced over at Rainbow Dash as he spoke.

Twilight smiled back at him. "Of course you can." Twilight's expression suddenly changed to a stern and serious expression. "However, I want you to promise me that you won't wander off into the Everfree Forest again."

Shadowmere stared back at her and after a few seconds, responded in a straight and simple tone. "I promise."

Twilight then smiled and faced forward again. Shadowmere soon followed after her. The others behind them all had confused expressions on their faces and all quickly looked between them. The rest of the trek out of the forest was spent in complete silence.

After five minutes of walking in silence, they finally reached the exit. Fluttershy immediately walked away from the group towards her cottage and then turned around to speak to them. "Well, I should probably head home now. I was so caught up in everything that I forgot to feed my animals. I hope that they won't be too disappointed by the wait." She then turned back around and happily skipped towards her cottage with a smile on her face.

The others all waved goodbye to her as she left. "Bye Fluttershy. We'll see you later." Twilight then lowered her hoof and turned to the side to face the others. "So, what should we do now?"

As if on cue, Shadowmere's stomach started rumbling. Shadowmere looked down at his stomach in slight embarrassment. "I'm actually pretty hungry after all of that fighting."

Twilight placed her hoof to her mouth and giggled a bit. "I know; why don't we all go to Sugarcube Corner? Pinkie probably still has some leftovers from the party last night."

"Sounds good." The four of them then headed off in the direction of Sugarcube Corner.

When they had all reached Sugarcube Corner, Shadowmere sat down at one of the tables and started eating some of the food that was left over from last night. Twilight, Spike and Rainbow Dash then went over to the counter to speak with Pinkie Pie.

"Wow. I am so, so, so happy to see Shadowmere again," Pinkie beamed. She suddenly dropped her smile and started tapping her hoof to her chin in thought. "Huh. I'm still trying to come up with a good nickname for him. Shadowy? Marey? This would be a lot easier if he was a mare."

Rainbow Dash suddenly threw a side glance to Twilight. "Okay, Pinkie Pie's randomness aside; what are we going to do about Shadowmere? Somepony should probably stay with him to make sure he doesn't get into any trouble."

"Good thinking, Rainbow Dash," Twilight chimed in. "However, I really want to do some research on this, 'Tamriel' place that he says he comes from so I can understand more about what he's like, so I won't be able to do it."

Pinkie jumped up in excitement. "Ooh, I'll do it. I want to do it. Spending an entire day with Shadowmere; oh, it'll be so much fun."

Rainbow Dash turned to face Pinkie. "But Pinkie Pie, aren't you working today?"

Pinkie suddenly went silent for a few seconds and then she smiled again. "Oh yeah, I forgot." She then started laughing.

Twilight and Rainbow Dash just stared at her and then at each other for a moment and then joined her in a laugh. "Alright then," Twilight continued. "I'll head back to the library and start doing some research. Rainbow Dash, you keep an eye on Shadowmere, alright?"

"Right." Rainbow Dash then gave Twilight a salute.

Twilight giggled a bit at the sight of this. She then turned around and started walking away. "Come on, Spike. Let's go."

"Right behind you," Spike responded and the two of them walked out of the bakery.

Rainbow Dash walked to the side so that the line of ponies behind her could place their orders and Pinkie Pie returned to serving them. She then looked over at Shadowmere, who was still eating. She smiled a little and then walked over to him.

A few minutes later, the door of Sugarcube Corner slammed open and a familiar face walked in. Everypony in the building turned around to see who it was. She had an angry look on her face and she was huffing in anger. She walked forward, pushing the ponies in line out of the way and moved towards the counter.

Pinkie Pie turned around and she smiled when she saw who was there: "Gilda."

However, Gilda did not respond in kind. She instead grabbed Pinkie by the neck with her claw and pulled her in closer to her face. "So, you remember me, huh?"

Despite the fact that she was being choked, Pinkie still responded in her usual happy manner. "Well of course silly billy; we're friends".

This only made Gilda fume in anger even more. "Friends? Friends?! You ruined my friendship with Dash and turned all of Ponyville against me". She then brought Pinkie's face right up against hers. "Now I'm gonna make you pay."

Pinkie suddenly pulled her head back a bit in confusion. She then turned back to face Gilda. "But this is a bakery. You're supposed to pay."

Gilda was speechless. She closed her eyes and fumed in anger. She then opened her eyes and roared at Pinkie Pie. "STOP! BEING! SO! STUPID!" She then raised Pinkie over the counter and threw her out the door. Everypony in the queue ducked to the ground as Pinkie Pie flew over them. Gilda then walked over to the door. She stood up on two legs and placed her claws on the door frame. She then looked over at where Pinkie Pie was lying in the street. "Now, it's payback ti…"

Before she could finish her sentence, she suddenly felt something strike her in the back of the head and sent her flying out the door. She crashed against the wall of the building opposite Sugarcube Corner and fell to the ground. Ponies in the area all stopped what they were doing and turned to face the ruckus that was going on outside Sugarcube Corner.

Gilda quickly got back onto her feet and stood up. "Alright, who did that?" She then looked back at the doorway of Sugarcube Corner and saw a big, brown stallion standing there with his hoof stretched out in front of him. He just stared back at her with an empty face. "And just what do you think you're doing?" She snarled at him.

Shadowmere lowered his hoof and responded in a straight tone of voice. "What are you doing attacking someone who was just standing there?"

Gilda was a bit surprised by this question. "She ticks me off, that's why. What's it to you?" Gilda responded.

Shadowmere closed his eyes briefly and gave a short sigh. "I see now. You're nothing more than a common bandit, starting a fight for no reason."

"What did you say to me?!" Gilda shouted. She then pounded her fist into her other claw.

Shadowmere just stared back at her without responding or changing his expression. Suddenly, Rainbow Dash appeared in the door frame behind Shadowmere. "Hey Shadowmere; what's going on here?"

Gilda's eyes immediately widened when she saw Rainbow Dash. She then snarled in anger. "So Dash, first you go and get yourself a new best friend and now you've gone and gotten yourself a coltfriend too?" She then stuck up her beak at Shadowmere. Gilda harrumphed. "And another annoying earth pony to boot."

Rainbow Dash immediately jumped when she heard this. She then turned around to face Gilda and just said, "Coltfriend?"

Pinkie Pie stood back up and quickly zipped over to Shadowmere and Rainbow Dash. Gilda closed her eyes and clenched her fists in anger. She then opened her eyes and said with a devilish smile; "Well then, let's just see how much you like your new friends after I beat them to a pulp."

Gilda then immediately dashed forward and charged straight at Shadowmere. Shadowmere didn't react to this at all; he just stood there. When Gilda was close to him, time seemed to slow down for her as she saw that he quickly dodged her at close range simply by moving his head to the side. He then quickly turned around, raised his two back hooves and bucked her right in the stomach.

The force of the blow completely knocked the wind out of her and sent her crashing into the wall of the building across the street… again. There was a collective, "Ooooooohhh," from the crowd of ponies watching. That looked like it hurt.

She got back up slower than last time, coughing and trying to catch her breath. She looked back up at Shadowmere, who had just lowered his hooves and turned back around to face her. "You think that I'm just gonna give up after two lucky shots?!" Gilda shouted at him. She then started panting some more. "I'm only just getting started!"

Shadowmere responded by walking down the steps of Sugarcube Corner. Gilda then reared back and charged at him once again. She ran towards him this time instead of flying and as she was closing in on him, Shadowmere quickly jumped out of the way and grabbed her wing in his mouth as she moved passed him. He then turned around, raised his back hoof and kicked her in the opposite direction. However, because he was holding on to her, she didn't go flying off. He then pulled her back, pulled his head backwards so that her wing was now stretched out in front of him, raised his front hoof and punched her in the wing, completely severing the nerves in her wing. Gilda screamed out in pain as this happened. Shadowmere then whipped his head back and threw her away. She tumbled several times as she hit the ground and finally came to rest in the middle of the street.

Gilda tried to lift herself back up but she just didn't have the energy. Shadowmere then started slowly walking over to her. As he walked, he started scanning the ground for something and eventually picked up a sharp stone with his mouth. "Let's finish this."

Gilda's eyes immediately widened in fear as she saw this. She suddenly got some of her energy back and she pulled herself up on her two front claws. "Whoa, whoa, whoa, wait a minute," she said frantically. "What are trying to do, kill me?" She spoke with real fear in her voice.

"That's right. Cowards should die." He then crept closer and closer to where Gilda was.

Gilda was now afraid for her life. She raised her left claw up to her face in some small hope of avoiding what was to come. Suddenly, Rainbow Dash flew to Shadowmere's side and placed her hoof on his shoulder. "Shadowmere, that's enough. I know she's a total jerk but you don't have to go that far."

Shadowmere turned his head around to look at Rainbow Dash. Seeing that he was distracted, Gilda quickly dashed towards him and when she was right in front of him, she raised her claw to strike. Shadowmere turned back around just in time to be scratched across the face by her razor sharp talons. The force of the strike caused him to drop the rock in his mouth and he closed his eyes. He now had a large, bloody scratch right down the front of his face. Everypony watching gasped in surprise at this. Gilda smiled with devilish satisfaction.

However, the very next second, Shadowmere opened his eyes and as quickly as it had appeared, his cut started healing itself. After just three seconds, it was completely gone and it left no evidence that it was even there, except for one drop of blood that had already been squeezed out. The crowd was completely speechless at the sight of this. This pony had instantly regenerated a bad injury.

Gilda pulled her head back in disbelief. Her devilish smile had faded and she had gone back to fearing for her life. Shadowmere then turned his head back to face her and took one step forward. Gilda immediately scurried backwards as fast as she could until she hit the wall of the building that she had already been hit into twice already. Gilda was so afraid that she struggled to speak. "Wh-wh-what are you?"

Shadowmere didn't respond; he just continued looking at her with an expressionless face and took another step towards her. Rainbow Dash then placed her hoof on his shoulder again to stop him. "Shadowmere, just let it go." She then turned to face Gilda with a look of annoyance and disappointment on her face. "She's not worth it. Girl's like her never are."

Shadowmere looked at Rainbow Dash and then he turned back to look at Gilda. "Go on; get out of here."

Gilda looked back at Shadowmere and Rainbow Dash. She then turned around and flew into the air and flew away as quickly as she could on her broken wing. The ponies in the area all stood there silently and simply watched as she left. As she was flying away, only one thought came to her mind: "_Boy, I am so done with ponies._"

"No! No! No!" Twilight screamed as she repeatedly pounded her hoof against the big book that was laid out in front of her. She then moved her face in close to examine the book more closely. "I just don't understand. I've looked over every inch of this map of Equestria and I can't find any place called Tamriel." She pulled her head away from the book again. "I also haven't found a single reference to anything called 'The Dark Brotherhood' in any of my history books." Her expression then changed from confusion to one of annoyance and she pouted in anger. She then screamed out, "And what in Equestria is an assassin?!" while she waved her hooves in the air.

Spike was currently at the top of a ladder on the other side of the room putting several books away. He then moved to address Twilight while he was still putting the books back on the shelves. "Well, maybe Shadowmere's not from Equestria. I mean, when you guys first found him, he didn't know where he was or even who Princess Celestia was."

Twilight calmed down from her little rant and started to ponder this possibility. "I don't know, Spike. I've never heard of ponies from outside of Equestria before." She then placed her hoof to her chin. "Then again, ponies don't really know much about the world beyond Equestria. I mean, there's the Griffin Kingdom to the east and the Dragon Continent to the south-east, but beyond that, ponies don't really know much about the outside world." Twilight then perked up a bit. "But it's worth a try." She then turned to Spike, closed her eyes, placed her hoof over her chest and smiled. "Spike, bring me the world atlas."

Spike let out a sigh. He then slid down the ladder and walked over to get the world atlas. It was a huge book about twice as big as he was. He carried it on his back and was barely able to support its weight with his whole body. He walked slowly over to Twilight and when he was right next to her, he collapsed under the weight of the book.

Twilight looked down at him briefly and smiled. "Thank you, Spike." She then lifted the atlas with her magic and placed it on the stand in front of her, replacing the map of Equestria she had open. Spike then stood back up, dusted himself off and sighed again. He then returned to putting the books back on the shelves.

Twilight used her magic and started flipping through the pages of the massive book in front of her. She took a quick glance at each of the pages that she passed as she searched for the area she was looking for. "Tamriel? Tamriel? T? T?" As she looked through the book, a smile began forming on her face; not just because she was about to learn more about this mysterious pony she met, but also because she was now studying an area that she hasn't studied before. She quickly let out a squee of delight and returned to her research. Unfortunately for her, she would never find what she was looking for.

**To be continued…**


	4. The Nightmare

The air was warm, the sun was shining, and every pony in Ponyville was having a glorious day. The town square was bustling and crowded and busy ponies filled the streets. All the pony folk seemed to have somewhere specific to be. All except Rainbow Dash; her place was in the sky. She tore freely through the air, speeding one way and the next, buzzing the tree tops and racing the wind. The blue pegasus swooped over a schoolyard, much to the delight of the children, then climbed several hundred feet and dove, streaking downward as fast as she could. Seconds before hitting the ground, her wings flew open and she pulled up back into the clear blue. Rainbow felt alive.

Suddenly, Dash remembered that she had somewhere to be; she was supposed to meet with Pinkie Pie in five minutes. Dash had gotten so caught up in her exercises that she'd nearly forgotten that Pinkie had asked to meet her at Sugarcube Corner at three. Pinkie hadn't said why or what they'd be doing, but Dash knew that with Pinkie, it could be anything. Dash wasn't sure if she really wanted to go, though. She was so engaged with her stunts that she thought about blowing Pinkie off to continue flying. But Dash's conscience got the better of her. She knew that it would hurt Pinkie's feelings; after all, Pinkie had said it was going to be something special just for the two of them. Dash considered it and thought "why not?" What did she have to lose? Heck, it might be more pranking. Pinkie might have found a bunch more fun stuff to pull on folks, and they'd had so much fun the last time. Dash kicked into overdrive to make up for lost time, and sped to her appointment.

When Dash walked into the store, she was immediately greeted by her host, who was bouncing in excitement. "Yay, you're here! I've been waiting aaall day," said the jumping pony.

"Sorry if I'm a little late, Pinkie. I was doing my afternoon exercises and lost track of time," Dash apologized.

Pinkie giggled and responded in a gleefully reassuring tone, "Oh that's ok, you're here now. What's a few more minutes? I've been sooo excited thinking about all fun stuff we're gonna do, I haven't stopped bouncing since I woke up. I mean, I almost forgot to breathe I've been so happy."

Dash gave a slightly uncomfortable laugh. She had always appreciated Pinkie Pie's friendly, outgoing way of life, but Pinkie's overabundant enthusiasm almost creeped her out. Dash maintained a polite expression, however. If Pinkie was this worked up, whatever she had planned must be good.

"So, you ready to get started, Rainbow Dash? I've got everything all ready," the pink pony said.

Dash psyched herself up. "You betcha, Pinkie. So what do ya got planed? We gonna prank somebody? I got a couple of good ones I've been thinking about. Or maybe you've got some stunts you think I should try? Or perhaps…"

"MAKING CUPCAKES!" Pinkie happily announced.

"Baking?" Dash was disappointed. "Pinkie, you know I'm not good at baking. Remember last time?"

"Oh, that's not a problem at all. I only need your help making them. I'll be doing most of the work," Pinkie explained.

Dash thought for about it for a second. "Well, alright, I guess that's OK. What exactly do you need me to do?"

"That's the spirit. Here you go." Pinkie handed Dash a cupcake.

Dash was puzzled. "I thought I was helping you bake."

"You will be. I made this one just for you before you got here."

"So, is this like taste-testing or something?"

"Sorta," Pinkie said.

Dash shrugged and popped the pastry in her mouth. She chewed a bit and swallowed. Not bad.

"OK, now what?" Dash asked.

"Now," Pinkie informed her, "You take a nap."

Puzzled, Dash opened her mouth but felt instantly light-headed. A wave of dizziness washed over her, the world spun, and seconds later she collapsed to the floor.

When Dash regained consciousness, she found herself in a dark room. She tried to shake her head but found that a taut leather strap held it firmly in place. She struggled to move, but braces around her chest and limbs glued her to a rack formed from a series of sturdy planks, which spread her legs wide apart. Dash's wings were the only part of her not tied down, and they fluttered frantically while she struggled to escape. As she writhed, Pinkie jumped suddenly into her line of sight.

"Goodie, you're awake. Now we can get started," Pinkie stated gleefully. She bounded into the darkness, and quickly reappeared pushing a small cart covered with a cloth.

"Pinkie, what's going on? I can't move!" Dash said urgently.

"Well, duh, that's because you're tied down," chided Pinkie. "That's why you can't move. I didn't think you'd need to be told that."

"But why? What's happening? I thought you said I was going to help make cupcakes."

"You are helping. You see, I ran out of the special ingredient and I need you to get more."

"Special ingredient?" Dash was now breathing heavily and starting to panic. "What special ingredient?"

Pinkie giggled and responded "You, silly!"

Dash's eyes widened, and her face contorted in fear. Then she started to laugh and said, in a voice bordering on hysteria, "Woo, you really got me there, Pinkie Pie. I mean, tricking me into thinking I'm gonna get made into a cupcake? I gotta tell you, this the best prank yet. You win, you're the best."

Pinkie only giggled even more. "Aw, thanks, Dash. But I haven't done any pranks today, so I can't accept your praise."

Dash was struggling again. "Pinkie, come on, this isn't funny."

"Then why were you laughing?" Before Dash could answer, Pinkie grabbed the cloth and whipped it off the cart. On the cart was a tray containing various sharp medical tools and knives, carefully organized and wickedly sharp, as well as a large medical bag.

Dash was now in full panic mode. She was starting to hyperventilate. Her mind raced as she tried to reason with the pink pony. "You can't do this, Pinkie! I'm your friend!"

"I know you are and that's why I'm so happy that I've got you here. We get to share your last moments together, just you and me." Pinkie was skipping again.

"But, the other ponies will wonder where I am. When the clouds pile up, they'll come looking for me and then you'll get found out," Dash cried in desperation.

"Oh, Dash," said Pinkie. "Don't worry, there are plenty of pegasus ponies to take care of a few clouds. And besides, no one will find out. I mean, how long do you think I've been doing this?" And with that ominous statement, the lights suddenly came to life and revealed the rest the room.

"Oh, no." Dash reeled in horror at the image presented to her. The room was decorated with a typical but twisted Pinkie Pie flair. Colorful streamers of dried entrails fluttered around on the ceiling, brightly painted skulls of all sizes were attached to the walls, and organs done up in pastels filled with helium were tied to the backs of chairs. The tables and chairs were made of bones and the preserved flesh of past ponies. Dash cringed upon seeing the center piece of the table nearest to her. The heads of four foals, their eyes closed as if they were sleeping, were wearing party hats made from their own skin. With a thrill of terror, Dash recognized one of them as Apple Bloom's classmate Twist. Dash's eyes darted back and forth and then fell upon a patchwork banner hanging from the rafters. Made from several tanned pony hides, the words "Life is a party" were scrawled on it in blood red.

Dash's attention was brought back by a party horn unfurling and tickling her nose. She gaped at Pinkie Pie, who was standing right in front of her. The party pony was wearing a dress quilted from dried skin, emblazoned with cutie marks. On her back fluttered six pegasus wings, all of different colors. As the earth pony skipped in excitement, her necklace of severed unicorn horns clacked together loudly.

"Like it?" Pinkie asked. "I made it myself."

Desperately, Dash pleaded with the smiling pony before her. "Pinkie please, I'm sorry if I did anything to you. I didn't mean it. Please let me go. I promise I won't tell anybody."

"Oh, Dash, you didn't do anything. It's just that your number came up and, well, I don't make rules. We can't turn back now."

Dash was tearing up. How could this be happening?

"Aww, don't be sad, Dash," said Pinkie. "Look, this'll cheer you up. I brought you a friend."

Seemingly out of nowhere, Pinkie produced a brightly painted blue and yellow skull. It was about pony sized, but it had a very defining feature: a beak.

Dash gaped in shock. "Is... is that... is... that?"

"Hey, Dash, let's hang together. These ponies are lame-os. Dweebs dweebs dweebs," Pinkie mimicked. "I caught her right before she left town. Remember when I left the party for about twenty minutes? That wasn't enough time to play with her of course; I had to wait till after the party to do that. But boy am I glad I did. It was worth it for the flavor alone. Griffons taste like two animals at once, it's amazing. I know she didn't have a number like everyone else in Ponyville, but when was I gonna get another chance to try griffon? I probably should have asked where she came from so I could have gotten more, but I forgot. I'll tell you what though, she was quite the fighter. She lasted a long time, which was a lot of fun for me. I got the chance to play with somebody other than a pony and try new things. It's too bad she had such a meanie mouth. She said so much bad stuff I just had to take her tongue out. You know, bad language makes for bad feelings, Rainbow Dash."

Dash didn't have anything to say. She just sobbed and writhed in her tight bonds.

"Well" said Pinkie with an air of finality, "that's enough reminiscing. It's time to begin."

Putting down Gilda's skull, the pink pony gripped a scalpel in the cleft of her hoof and walked over to Dash's right flank.

Dash immediately tried to get away screaming for help and when she saw Pinkie about to start cutting out of nowhere Shadowmere came behind her grabbing Pinkies hoof and spun her around, Pinkie was surprised to see Shadowmere "what are you doing here? " Pinkie asked Shadowmere

"Your despicable" Shadowmere responded

Shadowmere grabbed the scalpel from Pinkies hoof and drove it into Pinkies chest then yanked it out and slit her throat Pinkie started drowning in her own blood and collapsed dead Shadowmere than turned and cut Rainbow Dash down.

"Are you ok" Shadowmere asked

"Y-You saved me why?" Rainbow Dash asked

"I would never let anything hurt you Dash" Shadowmere responded

They started inching near each other and were about to kiss

Rainbow Dash awoke with a start she was covered in sweat from seeing herself almost get cut to pieces even if it was just a dream it felt so real to her, She just sat in her bed wondering why she couldn't stop thinking of the new pony in town Shadowmere.

**To Be Continued**


	5. The Train Fight

Sorry for the delay and long wait School work kept me from typing up another chapter and keeping up to date anyways read on to get to the story

Shadowmere had just got up he slept in the everfree just like he did the first night he walked back towards ponyville when Shadowmere got to ponyville he noticed that there was a lack of ponies around he was a little confused by this there for he went towards the library to ask Twilight what was going on.  
>When Shadowmere got there he noticed that the library was a mess and that Twilight was panicking he walked over to her and asked "why are you running panicking like something major just happened?"<br>When Twilight noticed Shadowmere she stopped panicking and said "oh good your here I was panicking because I didn't think I was going to find you in time."  
>Shadowmere kept a neutral look and asked "why would you need to find me?"<br>Twilight responded immediately "Because the Princesses wanted to meet you and find out more about you."  
>Shadowmere stared at her for a few more minutes than said "no."<br>when Twilight heard him she looked at him and asked "No what do you mean no why wouldn't you want to go or be unwilling to go they just want to talk?!"  
>Shadowmere glared at her and said "I said no I do not do well with politics if they want to talk than they can come to where I want to go and how I want to meet them."<br>Twilight was in shock that Shadowmere was unwilling to go until she heard him sigh and say "I will go on one condition there are no guards in the room while we talk if they agrees than I will meet them."  
>Twilight immediately sent the request to the princesses to get there answer a couple seconds later Spike burped up a scroll and it said that they agreed to the demand when the group learned of that twilight got the rest of her friends and when it was time to go they all got on the train to Cantorlot.<p>

While they were on the train Shadowmere was listening in on the mane six's conversations and heard most of it was them questioning why I would want the guards out of the room while this was going on Shadowmere felt like he was being stared at he looked over at the mane six and noticed that Rainbow Dash was staring at him and when she noticed that he noticed she quickly looked away and Shadowmere could have sworn that he saw a blush on her face he just past it off as nothing he then noticed a stallion standing in the corner of the train with a saddlebag on motion for him to come over Shadowmere complied and walked over and asked "what is it that you want?"  
>The stallion smiled and said in a low whisper "you see those mares you were looking at?"<br>Shadowmere nodded and the stallion than said with a crazed chuckle "I'm going to kill them."  
>Shadowmere narrowed his eyes and asked "and why would you do that ?"<br>the stallion smiled and Shadowmere noticed a pair of fangs on him and all that came to mind was vampire for Shadowmere the stallion than spoke "they stopped my queen from taking over Cantorlot and from what I can tell about you your a killer so how about you do that job for me hmm there will be bits in it for you."  
>Shadowmere glared at the stallion and muttered under his breath "you vampires never learn."<br>The stallion grinned wider and said "so do we have a deal?"  
>Shadowmere had heard enough and grabbed the stallion and rammed him into the wall and said "your nothing more than a coward a common bandit that's to scared to kill on his own."<br>all of the ponies in the train cars eyes widened and Shadowmere could hear the mane six shouting for him to let the stallion go Shadowmere merely ignored their shouts and he noticed a gleam in the stallions saddlebag which the stallion grabbed and then Shadowmere felt a pain in his chest and looked down and noticed a knife in his gut the stallion managed to push Shadowmere back and said "who's scared to kill now."  
>Shadowmere merely glared at him with his glowing red eyes he than saw the stallion have green flames go around him and he didn't look like a stallion anymore he looked more like a bug pony all the ponies on the train screamed and got as far away from Shadowmere and the bug pony Shadowmere grinned and charged the bug pony, Shadowmere managed to catch it by surprise and knocked the knife out of its hoof and bucked the bug pony in the face causing it to be dazed Shadowmere took the opportunity and got the knife the bug pony dropped then thrust the knife into its gut causing it to scream in pain Shadowmere then kicked it out of the train.<p>

A couple of minutes later they arrived in Cantorlot and Shadowmere walked off the train like nothing happened while all the other ponies were still in shock a couple of minutes later the mane six walked off of the train and noticed Shadowmere looking around getting his bearings of the city and then he walked over to the guards who crossed their spears and asked "what business do you have with the princesses?"  
>Shadowmere than responded "They invited me here my name is Shadowmere if you want to go clarify it with your superiors than go ahead."<br>The guards nodded and uncrossed their spears allowing Shadowmere and the mane six to pass he walked on in and than noticed how none of the mane six had spoken up yet Pinkie was still hopping and smiling being herself while the others were quite Shadowmere decided that he preferred the silence so stayed quite when they got to the doors to the throne room Shadowmere just pushed the door open even though the doors were huge Shadowmere pushed the doors open with ease he than saw the princesses sitting up in there thrones the white alicorn than said " Hello there Shadowmere I am Princess Celestia and this is my sister Princess Luna Welcome to Cantorlot."

**TO BE CONTINUED **


	6. First day in Canterlot

When Luna welcomed Shadowmere all of the mane six bowed to both princesses but Shadowmere refused to bow no matter how many times Twilight motioned for him to bow the only two people he would bow to are both Daedric Princes Sithis and the Night Mother, after a while Celestia said "You may rise."  
>Luna than addressed Shadowmere "We have heard a lot about you Shadowmere, We are curious as to where you hail from since there's not much violence around here We have heard about your encounter with the griffon Gilda?"<p>

Shadowmere kept his neutral look he wasn't worried about them knowing about him he then voiced a question "And how is it that you two gathered such info on me Luna and Celestia you didn't have someone watching me I would have noticed?"

One of the near guards snapped and said "that's Princess Luna and Princess Celestia to you!"

Shadowmere shifted his gaze to the guard and then said in a some what cold tone "I will call them what they want me to call them if they want me to call them princess they will voice it and you better not talk to me in such an ordering matter again."

Shadowmere than shifted his eyes back on the princesses and asked "I never did ask but why did you summon me here?"

Celestia answered "Me and my sister summoned you here because we got word that you were about to kill a griffon in ponyville had dash not stepped in  
>Shadowmere responded "She would have deserved death she attacked somepony that wasn't doing anything wrong in my opinion she was nothing more than a bandit that needed death."<p>

"Nobody deserves death no matter the crime." Celestia responded

Shadowmere merely scoffed at this and said "If you don't kill to protect your subjects then how are you of any help at all I mean they could kill another and you would just slap them on the hoof for what they did they deserve death is what I think leaving them alive will let them cause more trouble for others and you just let them run off for Sithis sake!"

All of the mane six were yelling at Shadowmere for raising his voice at the princess most of them asking who he thought he was, even some of the guards Raised there weapons towards Shadowmere then Shadowmere couldn't take it anymore and shouted "Shut up!"

They all went quite and then Luna asked "When you were shouting at us you said for Sithis sake who exactly is this Sithis?"

Shadowmere knew he messed up by mentioning Sithis so he said "Sithis is a Daedric Prince or in your case a god."

"And what exactly is he a god of?" Questioned Celestia also curious

"Death." Responded Shadowmere

Both princesses became a little cautious about Shadowmere and requested the guards to give Shadowmere and the Mane six a room to be able to stay for the night although it wasn't late Celestia and Luna wanted to keep an eye on Shadowmere for the day to see what he does in his spare time the guards lead Shadowmere and the Mane six to there rooms luckily Shadowmere got a room to himself.

Shadowmere decided to explore the castle a little and get his bearings of the castle.  
>Shadowmere was wondering the castle when he noticed the guard barracks he wondered if they had any training dummies or a sparring ring to test his abilities a little bit he walked right into the barracks and noticed all the guards stopped what they were doing to look at him a few through glares at him since they knew he yelled at the princesses.<p>

Shadowmere ignored the stares he was getting and noticed they indeed had a sparing ring he grinned knowing he would be able to test his abilities on another pony instead of a dummy since it wouldn't fight back Shadowmere walked right into the sparing ring and noticed that some of the ones that were glaring got evil smiles on there faces thinking about sparing him one of the guards decided to spar with him the guard was wearing a darker set of armor than the other guards his coat was a light grey color and his mane was a purplish color he also had a pair of bat wings it kind of reminded Shadowmere of Vampire's from his world only difference being that his eyes were a hazel color and also the fact he didn't have a pair of fangs.(if you want a visual of what the guard looks like just search Luna's night guard on Google images.)

The guard walked up to him and smiled at him it was a friendly smile unlike some of them he put his hoof out for a hoof shake Shadowmere accepted the friendly gesture and shook hooves with him the guard then said "my names Shadow Runner i'm one of the night guard, whats your name?"

"names Shadowmere." Shadowmere replied

"Well its nice to meet you Shadowmere. Are you here to spar?" asked Shadow Runner

"That I am." Shadowmere responded

"Well lets get started." Shadow Runner said

They spared for a couple hours and Shadowmere was the winner most of the times Shadow Runner beat him a couple times but over all Shadowmere won the spar.

"I can't spar any more it's getting late and my shift will be starting soon maybe we can spar again sometime." Shadow Runner said  
>"Yea maybe." Shadowmere responded<p>

Shadowmere and Shadow Runner became quick friends while sparing and knew that they would probably end up sparing again Shadowmere went ahead back to his room and went to bed not realizing yet that the entire time he was sparing with Shadow Runner that the princesses were having a guard watch them spar and to inform them of all his activities and that he would be visited in his dreams that night.

**TO BE CONTINUED**


	7. Shadowmere's Nightmare

Shadowmere woke up in his dream and saw this.

When Dash regained consciousness, she found herself in a dark room. She tried to shake her head but found that a taut leather strap held it firmly in place. She struggled to move, but braces around her chest and limbs glued her to a rack formed from a series of sturdy planks, which spread her legs wide apart. Dash's wings were the only part of her not tied down, and they fluttered frantically while she struggled to escape. As she writhed, Pinkie jumped suddenly into her line of sight.

"Goodie, you're awake. Now we can get started," Pinkie stated gleefully. She bounded into the darkness, and quickly reappeared pushing a small cart covered with a cloth.

"Pinkie, what's going on? I can't move!" Dash said urgently.

"Well, duh, that's because you're tied down," chided Pinkie. "That's why you can't move. I didn't think you'd need to be told that."

"But why? What's happening? I thought you said I was going to help make cupcakes."

"You are helping. You see, I ran out of the special ingredient and I need you to get more."

"Special ingredient?" Dash was now breathing heavily and starting to panic. "What special ingredient?"

Pinkie giggled and responded "You, silly!"

Dash's eyes widened, and her face contorted in fear. Then she started to laugh and said, in a voice bordering on hysteria, "Woo, you really got me there, Pinkie Pie. I mean, tricking me into thinking I'm gonna get made into a cupcake? I gotta tell you, this the best prank yet. You win, you're the best."

Pinkie only giggled even more. "Aw, thanks, Dash. But I haven't done any pranks today, so I can't accept your praise."

Dash was struggling again. "Pinkie, come on, this isn't funny."

"Then why were you laughing?" Before Dash could answer, Pinkie grabbed the cloth and whipped it off the cart. On the cart was a tray containing various sharp medical tools and knives, carefully organized and wickedly sharp, as well as a large medical bag.

Dash was now in full panic mode. She was starting to hyperventilate. Her mind raced as she tried to reason with the pink pony. "You can't do this, Pinkie! I'm your friend!"

"I know you are and that's why I'm so happy that I've got you here. We get to share your last moments together, just you and me." Pinkie was skipping again.

"But, the other ponies will wonder where I am. When the clouds pile up, they'll come looking for me and then you'll get found out," Dash cried in desperation.

"Oh, Dash," said Pinkie. "Don't worry, there are plenty of Pegasus ponies to take care of a few clouds. And besides, no one will find out. I mean, how long do you think I've been doing this?" And with that ominous statement, the lights suddenly came to life and revealed the rest the room.

"What in Sithis's name" Shadowmere exclaimed!

"Oh, no." Dash reeled in horror at the image presented to her. The room was decorated with a typical but twisted Pinkie Pie flair. Colorful streamers of dried entrails fluttered around on the ceiling, brightly painted skulls of all sizes were attached to the walls, and organs done up in pastels filled with helium were tied to the backs of chairs. The tables and chairs were made of bones and the preserved flesh of past ponies. Dash cringed upon seeing the center piece of the table nearest to her. The heads of four foals, their eyes closed as if they were sleeping, were wearing party hats made from their own skin. With a thrill of terror, Dash recognized one of them as Apple Bloom's classmate Twist. Dash's eyes darted back and forth and then fell upon a patchwork banner hanging from the rafters. Made from several tanned pony hides, the words "Life is a party" were scrawled on it in blood red.

Dash's attention was brought back by a party horn unfurling and tickling her nose. She gaped at Pinkie Pie, who was standing right in front of her. The party pony was wearing a dress quilted from dried skin, emblazoned with cutie marks. On her back fluttered six Pegasus wings, all of different colors. As the earth pony skipped in excitement, her necklace of severed unicorn horns clacked together loudly.

"Like it?" Pinkie asked. "I made it myself."

Desperately, Dash pleaded with the smiling pony before her. "Pinkie please, I'm sorry if I did anything to you. I didn't mean it. Please let me go. I promise I won't tell anybody."

"Oh, Dash, you didn't do anything. It's just that your number came up and, well, I don't make rules. We can't turn back now."

Dash was tearing up. How could this be happening?

some reason when Shadowmere saw dash tearing up it brought anger to him making him want to beat the crap out of Pinkie till she is in Sithis's realm and Sithis owns her soul he was confused why he cared she was just a pony wasn't she?

"Aw, don't be sad, Dash," said Pinkie. "Look, this'll cheer you up. I brought you a friend."

Seemingly out of nowhere, Pinkie produced a brightly painted blue and yellow skull. It was about pony sized, but it had a very defining feature: a beak.

Shadowmere knew it was wrong but he smiled to himself seeing the skull thinking that she deserved to die no matter what way she died or how painful the way she was killed, Shadowmere liked that she was dead but was still angry that Pinkie was making Dash angry he didn't understand why he even cared.

Dash gaped in shock. "Is... is that... is... that?"

"Hey, Dash, let's hang together. These ponies are lame-os. Dweebs dweebs dweebs," Pinkie mimicked. "I caught her right before she left town. Remember when I left the party for about twenty minutes? That wasn't enough time to play with her of course; I had to wait till after the party to do that. But boy am I glad I did. It was worth it for the flavor alone. Griffons taste like two animals at once, it's amazing. I know she didn't have a number like everyone else in Ponyville, but when was I gonna get another chance to try griffon? I probably should have asked where she came from so I could have gotten more, but I forgot. I'll tell you what though, she was quite the fighter. She lasted a long time, which was a lot of fun for me. I got the chance to play with somebody other than a pony and try new things. It's too bad she had such a meanie mouth. She said so much bad stuff I just had to take her tongue out. You know, bad language makes for bad feelings, Rainbow Dash."

Dash didn't have anything to say. She just sobbed and writhed in her tight bonds.

"Well" said Pinkie with an air of finality, "that's enough reminiscing. It's time to begin."

Putting down Gilda's skull, the pink pony gripped a scalpel in the cleft of her hoof and walked over to Dash's right flank. Without any flair, Pinkie placed the blade an inch above Dash's cutie mark and began a circular cut around it. Dash shouted in pain and tried desperately to pull away, but the braces held her still. Finishing the incision, Pinkie grabbed a curved skinning knife from the tray. Screwing up her face in concentration, she worked it under Dash's skin and sliced the hide away from the muscle. Dash ground her teeth as she tearfully watched her flesh peel off. Pinkie then moved to the other side and repeated the process on Dash's left flank. Once she had finished, Pinkie held up both cutie marks in front of her friend and started waving them like pompoms. Dash just whimpered. Her thighs burned like nothing she had felt before.

Shadowmere kept on trying to move to stop Pinkie in some way but it was as if his legs were made of lead he couldn't get himself to move no matter how hard he tried he couldn't.

Placing the ragged patches of skin down, Pinkie selected a large butcher knife and walked behind the blue Pegasus. "Hope you don't mind, I think I'm gonna wing it now," Pinkie laughed. She grabbed Dash's left wing in her mouth and played with it for a few seconds, yanking it back so the sharp pain reignited the fire in Dash's flanks. Then, stretching the wing out, Pinkie brought the blade down hard at the base. Instantly, Dash screamed and thrashed her appendage. The movement threw off Pinkie's aim. She tried to hit the mark again but missed, and carved a huge slice into Dash's back.

"Dash, you gotta stay still or I'll keep missing," scolded Pinkie as her friend howled.

Pinkie took another whack and hit her target. She swung again and again. Blood sprayed into the air, but Pinkie realized she wasn't getting anywhere. The blade just wasn't going through the bone.

"Hmm, I guess I forgot to sharpen it. I'll try something else," stated Pinkie matter-of-factually as she tossed the knife over her shoulder, embedding the blade in the table. Through the haze of pain and tears, Dash heard the sound of a metal box opening and closing.

"Got it! Say Dash, why do they call it a hack saw? It doesn't hack; hacking is what I was doing with the knife. This is a saw. I don't get it."

Pinkie placed the tool over the mangled flesh of the last attempt. Standing on her hind legs, she worked the saw back and forth with her front hooves. It sliced effortlessly through the bone and skin. The feeling of the jagged teeth grinding into her made Dash want to vomit. She watched numbly as her wing flew over her head and landed with a fluff on the table. Pinkie moved to the next wing and started sawing. Dash didn't struggle this time; she'd given up trying to fight and focused on choking back screams of agony. Abruptly, the sawing paused. Pinkie was only half way done, the wing hanging off by a sliver.

"Hey Dash," Pinkie piped up. "Think fast!"

Suddenly, Pinkie yanked the wing as hard as she could. The bone snapped but the blue pony's skin held, then tore away. The pull ripped away a long strip of flesh all the way down Dash's back to her rump. Her body seized at the unexpected trauma. As her pelvis tensed up, Dash felt a warm release between her legs, and her loud, unending melody of pain filled the room. Unable to catch her breath, she blacked out.

Dash awoke with a gasp. The stench of her urine filled her mucus caked nostrils. As her vision swam into focus, she saw a very pouty Pinkie Pie removing a large adrenaline needle from her chest. Stomping her hooves, the frustrated Pinkie lashed out at her helpless victim.

"Didn't anybody teach you any manners? It's very rude to fall asleep when somebody invites you over to spend time with them. How would you like it if I came over to your house and went to sleep? 'Oh I'm sorry Dash, you're so boring I think I'll take a nap.' You think I like always doing this by myself? I told you how excited I got when I found you were next. I was excited to have a friend be here with me while I worked. But NOOOOO! You've got to be inconsiderate. You know, I thought you were tough. I thought you could handle anything. I've had foals stand up better than you! Do I have to baby you? Huh? Is that how you want me to remember you, as a baby?"

As Pinkie stopped to catch her breath, Dash blinked and sobbed softly. Her back was in agony, her sides were on fire, and there was an intense pain in one of her legs. As she blinked again, she saw Pinkie pop something red into her mouth and began to chew. Noticing Dash's stare, Pinkie quickly gulped the morsel down.

"What?" Pinkie asked. "Oh, this?" She held up another piece. "Well, while YOU were asleep, I got a little impatient and helped myself to a small sample. I got it from your leg; you're not bad. Wanna try some?"

Without waiting for a response, Pinkie shoved the strip of meat into the revolted Pegasus pony's mouth. Dash gagged, and immediately spit it out. Pinkie frowned, and picked up the chunk of flesh. "If you didn't want it, you could have said no." She contemplated the discarded snotty morsel, then gulped it up. "It's not like you haven't had my cupcakes before."

Swallowing, Pinkie turned her attention to a small can on the tray. She removed the lid, revealing that it was filled with red-hot coals. Lying on top of the coals were several large nails. As the adrenalin filled her veins, Dash began to panic again. Picking up the can, Pinkie walked over to Dash's left. Holding some tongs with her mouth, Pinkie carefully picked up a nail and positioned it at the seam between her victim's front left leg and hoof. She then grabbed a hammer and took careful aim.

"No Pinkie!" Dash screamed. "NO! NO!"

The hammer came down and the nail punctured Dash's skin. The white hot burning was too much. Dash screamed as she pulled and thrashed at the braces, causing her raw skin to rub and tear. Pinkie tried to line up another nail, but couldn't find her aim, and let out a frustrated grunt. When Pinkie brought the hammer back to take a wild swing, Dash burst out crying and begging.

"PLEASE STOP! PLEASE, PLEASE STOP!"

Pinkie rolled her eyes. Putting down the hammer and tongs, she walked back in front of her friend and stared pensively at the broken Pegasus. Gilda didn't even cry this much when she had a live parasprite stuffed down her throat. Pinkie thought for a minute about what to do next, then had a sudden spark of inspiration.

Rotating a wheel on the rack, Pinkie laid Dash on her back, then moved to Dash's hind legs, bringing the can with her. Picking up her tools, Pinkie drove a searing hot spike of metal directly into the bottom of Dash's hoof. As Dash yelled in pain, Pinkie moved around and drove a second nail into the other hoof. Next, Pinkie went back to her cart and located an enormous battery and controller, which she dragged over to where she was working. She tied copper wires between the terminals and the nails driven into Dash's hooves, then gave Dash a wink and flipped the switch.

Electricity rocketed through Dash's body. The blue pony reacted immediately; her body seized, and her muscles snapped taut. Dash's hips thrust skyward, her eyes rolled back, and she let out a deep, throat shredding cry. Pinkie giggled and danced in place, then reached down and turned up the juice. Dash convulsed uncontrollably, and her bladder emptied once more.

After about five minutes, Pinkie shut off the power. Wisps of steam rose from the singed fur around Dash's hooves, and the area reeked of cooked flesh and burnt enamel. Pinkie rotated Dash upright again and tried snap the drooling, delirious pony back to attention.

"Dash? Dash! Rainbow Dash, wake up!" Dash moaned and managed to give a modicum of weak acknowledgment. Pinkie studied her handiwork, then reached into the medicine bag and produced a large syringe. "Alright, time for the last round."

Dash focused blearily on the needle, which Pinkie took as a question as to what it was.

"This is a little something to take the pain away," Pinkie informed Dash as she walked around to her victim's ruined back. Dash flinched as Pinkie jabbed the needle into the lower part of the blue pony's spine. Moving in front of her friend again, Pinkie leaned down and elaborated.

"In a few minutes, you won't be able to feel anything below your rib cage. Then you'll be able to stay awake to watch the harvest."

Dash started to cry again. "Pinkie?" she choked out.

"Yeah?"

"I want to go home," Dash sobbed.

"Yeah, I can see wanting to do that," replied the party pony. "Sometimes, I just wanna give up, just say 'I'm done with this mess' and go to bed. But you know what? You can't shrug off your responsibilities. You got to pull yourself up and meet the challenges head on. That's the only way you're gonna get ahead in life."

Dash hung her head and cried.

Minutes passed as the drug took effect. Eventually, Dash was completely numb from her chest to her flanks. At this point, Pinkie approached with a scalpel. Glancing at Dash and smiling, Pinkie made a long horizontal cut across the pegasus pony's pelvis, just above her crotch. Moving up Dash's body, Pinkie made a similar incision under her ribs. Finally, Pinkie made a long vertical cut down Dash's stomach, connecting the first two.

"Looks like I got my 'I' on you, Dash," Pinkie giggled.

With a moist, gooey sound, the flaps of skin opened. The sight of her own organs and the lack of feeling caused Dash's breathing to intensify. Pinkie carefully sliced open Dash's abdominal sac and grabbed her large intestines. As she separated the organ from the rest of the digestive tract and pulled it out of the new cavity, Pinkie grew jovial. Laughing as she gutted her friend, Pinkie began to make jokes. Dash, growing weaker from this new source of blood loss, tried desperately to shut out the macabre comedy act.

"Look at me, I'm Rarity!" Pinkie laughed, slinging the intestinal tube around her neck and spraying blood in all directions. "Isn't my new scarf soooo pretty?"

Reaching back inside, she sliced the smaller intestine off from the bowls. Squeezing out the excess excrement, Pinkie filed the slimy organ through her teeth and dragged it back and forth. "Dentists say you gotta floss every day, Dash."

Dash was barely aware of what was going on anymore. The shock was causing her to fade. Disappointed, Pinkie dived back into the blue pony's guts, ramping up her routine.

"Aw, don't go yet Dash." Pinkie started pulling out the rest of Dash's organs, pausing with each removal. "I know I can be a real pancreas, but you know I'm just kidney with you. You really got to learn to liver it up. Boy, these jokes are getting bladder. Guess ya gotta develop a stomach for them."

Pinkie placed the discarded body parts into a bucket, keeping the last one for bit longer. "Ooo, bagpipes." she said, placing the end of Dash's esophagus in her mouth and the stomach in her armpit. She squeezed, and a spurt of acid hit her tongue. "Eww! Oh hey look, there's your cupcake, Dash!"

Dash didn't hear her tormentor. She had slipped from conciseness minutes ago. Pinkie, not yet satisfied, hit Dash with another adrenaline shot. Dash woke up for the last time, her heart pounding. Warm blood flowed out from the wound in her chest in great spurts. It wouldn't be long now.

Pinkie brought Dash around onto her back again and straddled the blue pony's chest, scalpel at the ready.

"Ya know, Rainbow Dash, I'm disappointed. I thought you would have lasted longer. I really wanted to spend more time with you before we got here. But I guess it's my fault; I should have taken it a little slower. Oh well. It was really was nice knowing you, Dash!"

The blade sunk into the blue throat and worked its way up to Dash's chin. Coming back down, Pinkie's scalpel then circled Dash's neck. The last thing Rainbow Dash felt was her skin being cut away from her skull, and the metal of the blade scraping her teeth.

Then she was gone.

Pinkie Pie stared into the mirror. She had done a really good job, even keeping the eyelids. She winked, and Dash winked back. Pinkie smiled.

But still, she was sad that her friend was now gone. Dash had only lasted fifty minutes, not nearly as long as Pinkie had wanted. She looked back at the cadaver hanging in the center of the room, the last of her friend's fluids draining into a pan. Yup, no more Rainbow Dash.

As she looked, Pinkie cocked her head. She began to take notice of the fact that there really wasn't much damage to the corpse. "In fact," the pink pony mused, "I think…." An idea exploded in her head. She was good at sewing and she had all the pieces, all she had to do was put them back together. Yeah, she just had to get some stuffing and bingo, she'd have Rainbow Dash forever. In fact, thought Pinkie, that's what she'd do for all her best friends when their numbers came up. She was so excited, she skipped right over to the body with her Skinner to get started. The cupcakes could wait; Pinkie Pie had a friend to make.

Before Pinkie got to the Skinner everything vanished and everything around Shadowmere was white he looked around and noticed Luna standing there how was she here unless it was just the dream making him think she's in his head than Luna spoke "What you dream of is a bit disturbing why is it that you think of pinkie in this way?"  
>"What makes you think I do think of her in this way it's just a dream it doesn't matter."Shadowmere replied.<br>"But it does matter I can see it on your face that it bothers you tell me why do you think of death so frequently."Luna said.  
>"Why are you in my head in the first place?" Shadowmere asked with a little venom in his voice<br>"Because I am the protector of others dreams it is my duty as the princess of the night." Luna replied.  
>"Well than why did you let me see most of the dream?" Shadowmere snarled.<br>"Your mind had a barrier of some kind that was stopping me from entering your dream." Luna replied.  
>"Well than you should have stayed out."Shadowmere said.<br>"Shadowmere why do you think of death so much?" Luna asked.  
>"That's none of you're concern why I think of such things." Shadowmere replied.<br>"it is getting close to day I must leave I will return the next night."Luna said.

Shadowmere woke he noticed he was sweating he brushed it off and decided to think on what the dream was about and why he had dreamed it up in the first place.

**TO BE CONTINUED**

"


End file.
